Microsoft 8-K

7/23/2019 Microsoft 8-K

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(D

OF THE SECURITIES EXCHANGE ACT OF 1934

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under anhe following provisions (see General nstruction !"#" below$%

&ritten communications pursuant to 'ule #) under the *ecurities !ct (+, CF' #."#)$*oliciting material pursuant to 'ule +a-+# under the /xchange !ct (+, CF' #."+a-+#$

0re-commencement communications pursuant to 'ule +d-#(b$ under the /xchange !ct (+, CF' #."+d-#(b$$

0re-commencement communications pursuant to 'ule +e-(c$ under the /xchange !ct (+, CF' #."+e-(c$$



"# 801 O"#& E+#"*

1n 1ctober #23 #.+)3 4icrosoft Corporation (the 5Company6$ entered into an 7nderwriting !greement (the 57nderwriting !greemewith the several underwriters named therein3 for which "0" 4organ *ecurities 99C3 4errill 9ynch3 0ierce3 Fenner : *mith ncorporated3 &

argo *ecurities3 99C3 ;arclays Capital nc"3 Citigroup Global 4arkets nc"3 Goldman3 *achs : Co"3 and <*;C *ecurities (7*!$ nc" acteepresentatives3 for the issuance and sale by the Company of =+3,).3...3... aggregate principal amount of the Company>s +"..? @otes d.+8 (the 5#.+8 @otes6$3 =#3#).3...3... aggregate principal amount of the Company>s #"...? @otes due #.#. (the 5#.## @otes6$3+3...3...3... aggregate principal amount of the Company>s #"A).? @otes due #.## (the 5#.## @otes6$3 =3...3...3... aggregate princmount of the Company>s "+#)? @otes due #.#) (the 5#.#) @otes6$3 =+3...3...3... aggregate principal amount of the Company>s "#..

@otes due #.) (the 5#.) @otes6$3 =3...3...3... aggregate principal amount of the Company>s ").? @otes due #.) (the 5#.) @otnd =+3...3...3... aggregate principal amount of the Company>s ",).? @otes due #.)) (the 5#.)) @otes6 and3 together with the #.+8@otes3 the #.#. @otes3 the #.## @otes3 the #.#) @otes3 the #.) @otes and the #.) @otes3 the 5@otes6$"

Bhe @otes will be issued pursuant to an indenture3 dated as of 4ay +83 #..2 (the 5;ase ndenture6$3 between the Company and Bhe ;f @ew ork 4ellon Brust Company3 @"!"3 as trustee3 as amended and supplemented by the Benth *upplemental ndenture thereto3 to be das of @ovember 3 #.+) (the 5Benth *upplemental ndenture6$3 between the Company and 7"*" ;ank @ational !ssociation3 as trustee (theBrustee6$"

Bhe ;ase ndenture is set forth as /xhibit "+ to the Company>s 'egistration *tatement on Form *- (File @o" -#.,A)#$3 filed witecurities and /xchange Commission (the 5Commission6$ on 1ctober #2 #.+)3 and is incorporated herein by reference"

n connection with the public offering of the @otes3 the Company has filed with the Commission a prospectus dated 1ctober #23 #.+)related prospectus supplement dated 1ctober #23 #.+) ('egistration @o" -#.,A)#$ (the 50rospectus *upplement6$3 which relates to thffer and sale of the @otes"

nterest on the @otes will be payable semi-annually in arrears on 4ay and @ovember of each year3 commencing on 4ay 3 #.+A3olders of record on the preceding !pril +2 and 1ctober +23 as the case may be" Bhe #.+8 @otes will mature on @ovember 3 #.+83 the #.#

@otes will mature on @ovember 3 #.#.3 the #.## @otes will mature on @ovember 3 #.##3 the #.#) @otes will mature on @ovember 3 #.he #.) @otes will mature on @ovember 3 #.)3 the #.) @otes will mature on @ovember 3 #.) and the #.)) @otes will mature on

@ovember 3 #.))"

Bhe Company will have the option to redeem the @otes in certain circumstances described in the 0rospectus *upplement"

Bhe @otes will be the Company>s senior unsecured obligations and will rank eDually with the Company>s other unsecured andnsubordinated debt from time to time outstanding"

Bhe foregoing descriptions of the 7nderwriting !greement and the Benth *upplemental ndenture (including the forms of the @otes$ ualified in their entirety by the terms of such agreements" 0lease refer to such agreements3 each of which are incorporated herein by referend attached hereto as /xhibits +"+ and "+3 respectively"



"# 901 F)!.)! S"!"##"* ! E)/)"*

d$ /xhibits

E)/)" N$ D#*.&)'")$

"+ 7nderwriting !greement3 dated 1ctober #23 #.+)

"+

Form of Benth *upplemental ndenture3 dated as of @ovember 3 #.+)3 between 4icrosoft Corporation and 7"*" ;ank@ational !ssociation3 as trustee3 to the ndenture3 dated as of 4ay +83 #..23 between 4icrosoft Corporation and Bhe ;

of @ew ork 4ellon Brust Company3 @"!"3 as trustee"# Form of Global @ote representing the #.+8 @otes (included in /xhibit "+$

" Form of Global @ote representing the #.#. @otes (included in /xhibit "+$

" Form of Global @ote representing the #.## @otes (included in /xhibit "+$

") Form of Global @ote representing the #.#) @otes (included in /xhibit "+$

"A Form of Global @ote representing the #.) @otes (included in /xhibit "+$

", Form of Global @ote representing the #.) @otes (included in /xhibit "+$

"8 Form of Global @ote representing the #.)) @otes (included in /xhibit "+$

"+ 1pinion of *impson Bhacher : ;artlett 990

"#

1pinion of Keith '" Eolliver3 /sD"3 !ssociate General Counsel3 9egal and Corporate !ffairs3 and !ssistant *ecretary o4icrosoft Corporation3 as to matters of the law of the *tate of &ashington

SIGNATURES

0ursuant to the reDuirements of the *ecurities /xchange !ct of +23 the registrant has duly caused this report to be signed on its behy the undersigned hereunto duly authoried"

4C'1*1FB C1'01'!B1@('egistrant$

Eate% @ovember 3 #.+)

s Keith '" EolliverKeith '" Eolliver!ssociate General Counsel3 9egal and Corporate!ffairs3 and !ssistant *ecretary

INDEX TO EXHI=ITS

E)/)" N$ D#*.&)'")$

"+ 7nderwriting !greement3 dated 1ctober #23 #.+)

"+

Form of Benth *upplemental ndenture3 dated as of @ovember 3 #.+)3 between 4icrosoft Corporation and 7"*" ;ank@ational !ssociation3 as trustee3 to the ndenture3 dated as of 4ay +83 #..23 between 4icrosoft Corporation and Bhe ;of @ew ork 4ellon Brust Company3 @"!"3 as trustee

"# Form of Global @ote representing the #.+8 @otes (included in /xhibit "+$

" Form of Global @ote representing the #.#. @otes (included in /xhibit "+$

" Form of Global @ote representing the #.## @otes (included in /xhibit "+$

") Form of Global @ote representing the #.#) @otes (included in /xhibit "+$

"A Form of Global @ote representing the #.) @otes (included in /xhibit "+$

", Form of Global @ote representing the #.) @otes (included in /xhibit "+$

"8 Form of Global @ote representing the #.)) @otes (included in /xhibit "+$



"+ 1pinion of *impson Bhacher : ;artlett 990

"#

1pinion of Keith '" Eolliver3 /sD"3 !ssociate General Counsel3 9egal and Corporate !ffairs3 and !ssistant *ecretary o4icrosoft Corporation3 as to matters of the law of the *tate of &ashington



E)/

MICROSOFT CORPORATION

U#&>&)") A&###"

1ctober #23

Bo the 'epresentatives named in *chedule heretof the 7nderwriters named in *chedule hereto

9adies and Gentlemen%4icrosoft Corporation3 a corporation incorporated in the *tate of &ashington (the 5 Company 6$3 proposes3 subHect to the terms and

onditions stated herein3 to issue and sell to the 7nderwriters named in *chedule hereto (the 5 7nderwriters 6$3 the principal amounts setorth in *chedule hereto of its debt securities identified on *chedule hereto (the 5 *ecurities 6$3 to be issued under an indenture dated as

4ay +83 #..2 between the Company and Bhe ;ank of @ew ork 4ellon Brust Company3 @"!"3 as trustee3 as supplemented by a tenthupplemental indenture thereto to be dated as of @ovember 3 #.+) between the Company and 7"*" ;ank @ational !ssociation3 as trustee (

Brustee 6$3 and as further amended or supplemented from time to time (the 5 ndenture 6$" f the firm or firms listed in *chedule heretonclude only the firm or firms listed in *chedule hereto3 then the terms 57nderwriters6 and 5'epresentatives6 as used herein shall each beeemed to refer to such firm or firms"

+" 'epresentations3 &arranties and !greements of the Company " Bhe Company represents and warrants to3 and agrees with3 each of t7nderwriters that%

(a$ !n 5automatic shelf registration statement6 as defined under 'ule .) under the *ecurities !ct of +23 as amended (the 5*ecurities !ct 6$3 on Form *- (File @o" -#.,A)#$ in respect of the *ecurities has been filed with the *ecurities and /xchangeCommission (the 5 Commission 6$ not earlier than three years prior to the date of this !greementI such registration statement3 and anpost-effective amendment thereto3 became effective on filingI no stop order suspending the effectiveness of such registration statemenany part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission3 and no noticobHection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to 'ule .+(gunder the *ecurities !ct has been received by the CompanyI the various parts of such registration statement3 including all exhibits the(other than the *tatements of /ligibility and Jualification on Form B-+$ and including any prospectus supplement relating to the*ecurities that is filed with the Commission pursuant to 'ule #(b$ under the *ecurities !ct and deemed by 'ule .; under the*ecurities !ct to be part of such registration statement3 each as amended at the time such part of the registration statement becameeffective3 are hereinafter collectively called the 5 'egistration *tatement 6I the base prospectus filed as part of the 'egistration *tatemin the form in which it was most recently filed with the Commission prior to or on the date of this !greement3 is hereinafter called the;ase 0rospectus 6I the final prospectus supplement to such prospectus (including the ;ase 0rospectus$ relating to the *ecurities3 in thform filed or to be filed with the Commission pursuant to 'ule #(b$



under the *ecurities !ct3 is hereinafter called the 5 0rospectus 6I any preliminary prospectus (including any preliminary prospectussupplement$ relating to the *ecurities3 in the form filed or to be filed with the Commission pursuant to 'ule #(b$3 is hereinafter call5 0reliminary 0rospectus 6I the ;ase 0rospectus3 as amended or supplemented immediately prior to the !pplicable Bime (as defined i*ection +(e$ hereof$3 including3 without limitation3 any 0reliminary 0rospectus relating to the *ecurities3 is hereinafter called the 5 0r0rospectus 6I any reference in this !greement to the 'egistration *tatement3 the ;ase 0rospectus3 any 0reliminary 0rospectus3 the 0ri0rospectus or the 0rospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filedunder the *ecurities /xchange !ct of +23 as amended (the 5 /xchange !ct 6$3 or the *ecurities !ct3 as the case may be3 and the ruleand regulations of the Commission thereunder3 on or before the date of this !greement or the issue date of any such prospectusI anyreference to 5amend36 5amendment36 5supplement6 or similar terms with respect to the 'egistration *tatement3 the ;ase 0rospectus3 a

0reliminary 0rospectus3 the 0ricing 0rospectus or the 0rospectus shall be deemed to refer to and include any documents filed under th/xchange !ct or the *ecurities !ct3 as the case may be3 after the date of this !greement or the issue date of any such prospectus whicare deemed to be incorporated by reference thereinI and any 5issuer free writing prospectus6 (as defined in 'ule under the *ecuri!ct$ relating to the *ecurities that (x$ is reDuired to be filed with the Commission by the Company or (y$ is exempt from filing pursuato 'ule (d$()$(i$ under the *ecurities !ct because it contains a description of the *ecurities or the offering that does not reflect thefinal terms is hereinafter called an 5 ssuer Free &riting 0rospectus 6I

(b$ Bhe documents incorporated by reference in the 'egistration *tatement3 the 0ricing 0rospectus and the 0rospectus (includinwithout limitation3 the interactive data in etensible ;usiness 'eporting 9anguage included or incorporated by reference therein$3 whthey were filed with the Commission or became effective3 as the case may be3 conformed in all material respects to the reDuirements the /xchange !ct or the *ecurities !ct3 as the case may be3 and the rules and regulations of the Commission thereunderI none of suchdocuments contained an untrue statement of a material fact or omitted to state a material fact reDuired to be stated therein or necessarmake the statements therein not misleadingI and any further documents so filed and incorporated by reference in the 'egistration*tatement3 the 0ricing 0rospectus and the 0rospectus (including3 without limitation3 the interactive data in etensible ;usiness 'epor9anguage included or incorporated by reference therein$3 when such documents are filed with the Commission or become effective3 acase may be3 will conform in all material respects to the reDuirements of the /xchange !ct or the *ecurities !ct3 as applicable3 and thrules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a matefact reDuired to be stated therein or necessary to make the statements therein not misleadingI provided 3 however 3 that this representaand warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnishin writing to the Company by an 7nderwriter through the 'epresentatives expressly for use thereinI

#



(c$ Bhe 'egistration *tatement3 any 0reliminary 0rospectus and the 0ricing 0rospectus conform3 and the 0rospectus and any poeffective amendments or supplements to the 'egistration *tatement or the 0rospectus will conform3 in all material respects3 to thereDuirements of the *ecurities !ct and the Brust ndenture !ct of +223 as amended (the 5 Brust ndenture !ct 6$3 and the rules andregulations of the Commission thereunderI and (i$ the 'egistration *tatement and any amendment thereto3 as of their applicable effecdates relating to the *ecurities3 did not and will not contain any untrue statement of material fact or omit to state a material fact reDuirto be stated therein or necessary to make the statements therein not misleading3 (ii$ any 0reliminary 0rospectus3 the 0ricing 0rospectuthe 0rospectus and any amendment or supplement thereto3 as of their issue dates3 did not and will not contain any untrue statement ofmaterial fact or omit to state a material fact necessary in order to make the statements therein3 in the light of the circumstances underwhich they were made3 not misleading and (iii$ the 0rospectus and the 0rospectus as amended or supplemented3 if applicable3 at the B

of Eelivery (as defined in *ection # hereof$3 will not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements therein3 in the light of the circumstances under which they were made3 not misleadingI provided 3however 3 that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and inconformity with information furnished in writing to the Company by an 7nderwriter through the 'epresentatives expressly for usethereinI

(d$ Bhe Company has been3 and continues to be3 a 5well-known seasoned issuer6 (as defined in 'ule .) under the *ecurities !and has not been3 and continues not to be3 an 5ineligible issuer6 (as such term is defined in 'ule .) under the *ecurities !ct$3 in eachcase as from the earliest time after the filing of the 'egistration *tatement that the Company or another offering participant made a 5bona fide 6 offer (within the meaning of 'ule +A(h$(#$ under the *ecurities !ct$ of the *ecuritiesI

(e$ !s used herein3 the 5 0ricing Eisclosure 0ackage 6 means3 collectively3 (i$ the 0ricing 0rospectus3 (ii$ the 0ricing Berm *heeprepared and filed pursuant to *ection )(b$ hereof and (iii$ any other ssuer Free &riting 0rospectus that is identified on *chedule heretoI and the 5 !pplicable Bime 6 means ,%) p"m" (@ew ork City time$ on the date of this !greement" Bhe 0ricing Eisclosure

0ackage3 as of the !pplicable Bime3 did not contain any untrue statement of a material fact or omit to state any material fact necessaryorder to make the statements therein3 in the light of the circumstances under which they were made3 not misleadingI and each ssuer F&riting 0rospectus identified on *chedule hereto does not conflict with the information contained in the 'egistration *tatement3 th0ricing 0rospectus or the 0rospectusI provided 3 however 3 that this representation and warranty shall not apply to statements or omissmade therein in reliance upon and in conformity with information furnished in writing to the Company by an 7nderwriter through the'epresentatives expressly for use thereinI

(f$ Bhe Company has not made3 and3 without the prior written consent of the 'epresentatives3 will not make3 any offer relating tthe *ecurities that would constitute an 5issuer free writing prospectus6 (as defined in 'ule under the *ecurities !ct$ reDuired to bfiled by the Company with the Commission or retained by the Company



pursuant to 'ule under the *ecurities !ctI provided 3 however 3 that the prior written consent of the 'epresentatives shall be deemto have been given with respect to the ssuer Free &riting 0rospectuses identified on *chedule heretoI and the Company has compand will comply3 with the reDuirements of 'ule under the *ecurities !ct applicable to any such ssuer Free &riting 0rospectus3including in respect of timely filing with the Commission3 legending and record-keepingI

(g$ Bhe Company has been duly incorporated and is validly existing as a corporation under the laws of the *tate of &ashington3with power and authority (corporate and other$ to own its properties and conduct its business as described in the 0ricing Eisclosure0ackage and the 0rospectusI

(h$ Bhe *ecurities have been duly authoried and3 when authenticated in accordance with the ndenture and issued and delivered

pursuant to this !greement3 will have been duly executed3 authenticated3 issued and delivered and will constitute valid and legallybinding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of thndenture3 subHect3 as to enforcement3 to bankruptcy3 insolvency3 fraudulent conveyance3 moratorium3 reorganiation and other laws ogeneral applicability relating to or affecting creditors> rights and to general eDuity principles (regardless of whether enforceability isconsidered in a proceeding in eDuity or at law$I

(i$ Bhe ndenture has been duly authoried and duly Dualified under the Brust ndenture !ct and3 when executed and delivered bthe Company and the Brustee3 at the Bime of Eelivery3 will constitute3 a valid and legally binding instrument of the Company enforceagainst the Company in accordance with its terms3 subHect3 as to enforcement3 to bankruptcy3 insolvency3 fraudulent conveyance3moratorium3 reorganiation and other laws of general applicability relating to or affecting creditors> rights and to general eDuity princ(regardless of whether enforceability is considered in a proceeding in eDuity or at law$I and

(H$ Bhe ndenture conforms3 and the *ecurities will conform3 to the descriptions thereof contained in the 0ricing Eisclosure 0ackand the 0rospectus"

#" 0urchase and *ale of *ecurities " *ubHect to the terms and conditions herein set forth3 the Company agrees to issue and sell to each he 7nderwriters3 and each of the 7nderwriters agrees3 severally and not Hointly3 to purchase from the Company3 at the purchase prices set fn *chedule hereto the principal amounts of *ecurities set forth opposite the name of such 7nderwriter in *chedule hereto"

Bhe *ecurities to be purchased by each 7nderwriter hereunder will be delivered by or on behalf of the Company to the 'epresentativor the account of such 7nderwriter3 against payment by such 7nderwriter or on its behalf of the purchase price therefor by wire transfer ofederal (same-day$ funds3 at the office of &eil3 Gotshal : 4anges 9903 at 2%. a"m" (@ew ork City time$ on @ovember 3 #.+)3 or at suchther time and date (not later than the fifth business day thereafter$ as the 'epresentatives and the Company may agree upon in writing3 sucime and date being herein called the 5 Bime of Eelivery "6 Bhe *ecurities will be delivered by the



Company to the 'epresentatives in the form of global *ecurities3 representing all of the *ecurities3 which will be deposited by the'epresentatives on behalf of the 7nderwriters with Bhe Eepository Brust Company3 or its nominee3 for credit to the respective accounts of 7nderwriters"

" 1ffer and *ale of *ecurities by the 7nderwriters " 7pon the authoriation by the 'epresentatives of the release of the *ecurities3 theveral 7nderwriters propose to offer the *ecurities for sale upon the terms and conditions set forth in the 0ricing Eisclosure 0ackage and trospectus"

" 'epresentations3 &arranties and !greements of the 7nderwriters " (a$ /ach 7nderwriter3 on behalf of itself and each of its affiliate

everally and not Hointly3 represents and warrants to3 and agrees with3 the Company that it and each such affiliate have not offered3 sold3urchased or delivered3 and will not offer3 sell3 purchase or deliver3 directly or indirectly3 any of the *ecurities or distribute any offering

material in relation thereto in any Hurisdiction outside the 7nited *tates except under circumstances that will3 to the best of its or such affilinowledge3 result in compliance with the applicable laws and regulations thereof" n the event that the offer or sale of the *ecurities by an

7nderwriter in a Hurisdiction outside the 7nited *tates reDuires any action on the part of the Company in or with respect to such Hurisdictionuch 7nderwriter agrees with the Company that it will use its commercially reasonable efforts to assist the Company in complying with suceDuirements"

(b$ /ach 7nderwriter3 severally and not Hointly3 represents and warrants to3 and agrees with3 the Company and the 'epresentativthat it has not made3 and unless it obtains the prior written consent of the Company and the 'epresentatives3 it will not make3 any offerelating to the *ecurities that would constitute an 5issuer free writing prospectus6 (as defined in 'ule under the *ecurities !ct$ orwould otherwise constitute a 5free writing prospectus6 (as defined in 'ule .) under the *ecurities !ct$ reDuired to be filed with theCommissionI provided 3 however 3 that the prior written consent of the Company shall be deemed to have been given with respect to tssuer Free &riting 0rospectuses identified on *chedule hereto" Bhe Company represents that it has treated or agrees that it will treany such issuer free writing prospectus or free writing prospectus to which it so consents as an ssuer Free &riting 0rospectus3 and hacomplied and will comply with the reDuirements of 'ule applicable thereto3 including with respect to timely filing with theCommission3 legending and record-keeping"

)" Further !greements of the Company " Bhe Company agrees with each of the 7nderwriters%

(a$ Bo prepare the 0rospectus in a form reasonably approved by the 'epresentatives and to file the 0rospectus pursuant to 'ule#(b$ under the *ecurities !ct no later than the Commission>s close of business on the second business day following the date of this!greement or3 if applicable3 such earlier time as may be reDuired by 'ule #(b$I and to make no further amendment or supplement t'egistration *tatement3 the 0ricing 0rospectus or the 0rospectus after the date of this

)



!greement and prior to the Bime of Eelivery which shall be reasonably disapproved by the 'epresentatives promptly after reasonablenotice thereof unless in the opinion of counsel for the Company such amendment or supplement is reDuired by lawI provided 3 howev

that in the case of any periodic filing to be filed by the Company with the Commission pursuant to *ection +(a$ or +)(d$ of the /xch!ct during such period3 the Company shall furnish to the 'epresentatives a draft of any such filing for review by the 'epresentativesprior to filing with the Commission and shall discuss any reasonable comments that the 'epresentatives may have with respect to sucdraft prior to filingI

(b$ Bo prepare a pricing term sheet (the 5 0ricing Berm *heet 6$ reflecting the final terms of the *ecurities3 in the form previouslagreed upon by the Company and the 7nderwriters3 and to file such 0ricing Berm *heet as an 5issuer free writing prospectus6 pursua

'ule under the *ecurities !ct prior to the close of business two business days after the date of this !greementI provided 3 howevethat the Company shall furnish the 'epresentatives with copies of the 0ricing Berm *heet prior to such proposed filing and shall not uor file any such document which shall be disapproved by the 'epresentativesI and to file promptly any other ssuer Free &riting0rospectus or other material reDuired to be filed by the Company with the Commission pursuant to 'ule under the *ecurities !ctaccordance with *ection +(f$ hereofI

(c$ Bo file promptly all reports and any definitive proxy or information statements reDuired to be filed by the Company with theCommission pursuant to *ection +(a$ or +)(d$ of the /xchange !ct subseDuent to the date of the 0rospectus and for so long as thedelivery of a prospectus (or in lieu thereof3 the notice referred to in 'ule +,(a$ under the *ecurities !ct$ is reDuired in connection withe offering or sale of the *ecurities (the 5 prospectus delivery period 6$I and3 during the prospectus delivery period3 to advise the'epresentatives3 promptly after it receives notice thereof3 of (i$ the time when any post-effective amendment to the 'egistration*tatement has been filed or becomes effective or any amendment or supplement to the 0rospectus or any amended 0rospectus has beefiled with the Commission ( provided that no such notification need be given in connection with any such amendment or supplementconsisting of a document filed by the Company with the Commission pursuant to *ection +(a$ or +)(d$ of the /xchange !ct subseDu

to the Bime of Eelivery unless the 'epresentatives have advised the Company that the 7nderwriters have not completed the distributiof the *ecurities$3 (ii$ the issuance by the Commission of any stop order suspending the effectiveness of the 'egistration *tatement3 oany order suspending or preventing the use of any prospectus relating to the *ecurities or any ssuer Free &riting 0rospectus3 or of annotice of obHection of the Commission to the use of the 'egistration *tatement or any post-effective amendment thereto pursuant to '.+(g$(#$ under the *ecurities !ct3 (iii$ the suspension of the Dualification of the *ecurities for offering or sale in any Hurisdiction3 (ivinitiation or threatening of any proceeding for the purpose of any of the foregoing or (v$ any reDuest by the Commission for the amenor supplementing of the 'egistration *tatement or of the 0rospectus or for additional informationI and3 in the event of the issuance ofsuch stop order or any such order preventing or suspending the use of any 0reliminary 0rospectus or other prospectus relating to the*ecurities or any ssuer Free &riting 0rospectus or suspending any such Dualification3 or of any such notice of obHection pursuant to '.+(g$(#$ under the *ecurities !ct3 to use

A



promptly its reasonable best efforts to obtain the withdrawal of such orderI and3 in the event of any such issuance of a notice of obHecpromptly to take such steps including3 without limitation3 amending the 'egistration *tatement or filing a new registration statement3its own expense3 as may be necessary to permit offers and sales of the *ecurities by the 7nderwriters (references herein to the5'egistration *tatement6 shall include any such amendment or new registration statement$I

(d$ Bo take such action as the 'epresentatives may reasonably reDuest to Dualify the *ecurities for offer and sale under the securlaws of such Hurisdictions as the 'epresentatives may reDuest and to comply with such laws so as to permit the continuance of sales adealings therein in such Hurisdictions for as long as may be necessary to complete the distribution or sale of the *ecuritiesI provided 3however 3 that in connection therewith the Company shall not be reDuired to Dualify as a foreign corporation or to file a general conse

service of process in any HurisdictionI(e$ Bo furnish each 7nderwriter with one copy of the 'egistration *tatement and3 during the prospectus delivery period referred

in *ection )(c$ hereof3 to furnish the 7nderwriters with copies of the 0ricing Eisclosure 0ackage and the 0rospectus in @ew ork Citsuch Duantities as the 'epresentatives may reasonably reDuest (excluding3 in each case3 any documents incorporated by reference theto the extent available through the Commission>s /EG!' system$I

(f$ f3 during the prospectus delivery period referred to in *ection )(c$ hereof3 any event shall have occurred as a result of which0rospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material factnecessary in order to make the statements therein3 in the light of the circumstances under which they were made when such 0rospectudelivered3 not misleading or3 if for any other reason it shall be necessary in the opinion of counsel for the Company during suchprospectus delivery period to amend or supplement the 0rospectus or to file with the Commission any document incorporated byreference in the 0rospectus in order to comply with the *ecurities !ct3 the /xchange !ct or the Brust ndenture !ct3 to notify the'epresentatives and prepare and file such document and to furnish without charge to each 7nderwriter as many copies as the'epresentatives may from time to time reasonably reDuest of an amended 0rospectus or a supplement to the 0rospectus which will cosuch statement or omission or effect such complianceI

(g$ Bo make generally available to its securityholders as soon as practicable3 but in any event not later than +8 months after theeffective date of the 'egistration *tatement (as defined in 'ule +)8(c$ under the *ecurities !ct$3 an earning statement of the Companyand its subsidiaries (which need not be audited$ complying with *ection ++(a$ of the *ecurities !ct (including3 at the option of theCompany3 'ule +)8$I

(h$ Euring the period beginning from the date of this !greement and continuing to and including the Bime of Eelivery3 not to ofsell3 contract to sell or otherwise dispose of3 except as provided hereunder3 any securities of the Company that are substantially similathe *ecurities without the prior written consent of the 'epresentativesI and

,



(i$ Bo pay the Commission the reDuired filing fees relating to the *ecurities within the time period reDuired by 'ule )A(b$(+$ uthe *ecurities !ct"

A" 0ayment of /xpenses " Bhe Company covenants and agrees with the several 7nderwriters that the Company will pay or cause to beaid the following% (i$ the fees3 disbursements and expenses of counsel for the Company and the Company>s independent registered publicccounting firm in connection with the registration of the *ecurities under the *ecurities !ct and all other expenses in connection with thereparation3 printing and filing of the 'egistration *tatement3 the ;ase 0rospectus3 any 0reliminary 0rospectus3 the 0ricing 0rospectus and rospectus and amendments and supplements thereto3 and any ssuer Free &riting 0rospectus3 and the mailing and delivering of copies the

o the 7nderwriters and dealers and any out-of-pocket costs associated with electronic delivery of any of the foregoing by the 7nderwriters

nvestorsI (ii$ all expenses in connection with the Dualification of the *ecurities for offer and sale under state securities laws as provided inection )(d$ hereof3 including the reasonable fees and disbursements of counsel for the 7nderwriters in connection with such Dualification

n connection with the ;lue *ky and legal investment memoranda (not to exceed =)3...$I (iii$ any fees charged by securities rating serviceating the *ecuritiesI (iv$ the cost of preparing the *ecuritiesI (v$ the fees and expenses of the Brustee and any agent of the Brustee and theeasonable fees and disbursements of counsel for the Brustee and any such agent in connection with the ndenture and the *ecuritiesI andvi$ all other costs and expenses incident to the performance of the Company>s obligations hereunder which are not otherwise specificallyrovided for in this *ection A" t is understood3 however3 that3 except as provided in this *ection A and *ections 8 and ++ hereof3 the

7nderwriters will pay all of their own costs and expenses3 including any transfer taxes on resale of any of the *ecurities by them3 and anydvertising expenses connected with any offers they may make"

," Conditions of 7nderwriters> 1bligation " Bhe obligations of the 7nderwriters hereunder shall be subHect3 in the discretion of the'epresentatives3 to (i$ the condition that all representations and warranties of the Company herein are as of the Bime of Eelivery true andorrect3 (ii$ the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed and (iii$ the

ollowing additional conditions%(a$ !ny 0reliminary 0rospectus and the 0rospectus shall have been filed with the Commission pursuant to 'ule #(b$ under th

*ecurities !ct within the applicable time period prescribed for each such filing by the rules and regulations under the *ecurities !ct ain accordance with *ection )(a$ hereofI and the 0ricing Berm *heet provided for in *ection )(b$ hereof and any other ssuer Free &ri0rospectus relating to the *ecurities shall have been filed with the Commission pursuant to 'ule under the *ecurities !ct within tapplicable time period prescribed for such filing by 'ule and in accordance with *ection )(b$ hereof (unless such ssuer Free &r0rospectus is not reDuired to be filed with the Commission pursuant to 'ule (d$()$(i$$I

(b$ @o stop order suspending the effectiveness of the 'egistration *tatement or any part thereof or suspending or preventing theof the 0rospectus or any ssuer Free &riting 0rospectus shall have been issued3 and no proceeding for that purpose shall have beeninitiated or threatened by the Commission3 and no notice of obHection of the Commission to the use of the 'egistration *tatement or apost-effective amendment thereto pursuant to 'ule .+(g$(#$ under the *ecurities !ct shall have been receivedI

8



(c$ Keith '" Eolliver3 /sD"3 !ssociate General Counsel3 9egal and Corporate !ffairs3 and !ssistant *ecretary of the Company3 shave furnished to the 'epresentatives his written opinion3 dated the Bime of Eelivery3 in form and substance substantially in the formforth in *chedule L heretoI

(d$ *impson Bhacher : ;artlett 9903 counsel for the Company3 shall have furnished to the 'epresentatives their written opinionnegative assurance letter3 dated the Bime of Eelivery3 in form and substance substantially in the form set forth in *chedule L heretoI

(e$ &eil3 Gotshal : 4anges 9903 counsel for the 7nderwriters3 shall have furnished to the 'epresentatives their written opinionnegative assurance letter3 dated the Bime of Eelivery3 with respect to the validity of the ndenture and the *ecurities3 the 'egistration*tatement3 the 0ricing Eisclosure 0ackage3 the 0rospectus3 and other related matters as the 'epresentatives may reasonably reDuest3 a

such counsel shall have received such documents and information as they may reasonably reDuest to enable them to pass upon suchmattersI

(f$ 1n the date of this !greement and at the Bime of Eelivery3 Eeloitte : Bouche 990 shall have furnished to the 'epresentativ5comfort6 letter or letters3 dated the date of this !greement and Bime of Eelivery3 respectively3 as to such matters as the 'epresentativmay reasonably reDuest and in form and substance reasonably satisfactory to the 'epresentatives (which comfort letter or letters shallapplicable3 be substantially consistent with drafts provided by Eeloitte : Bouche 990 to the 'epresentatives prior to or on the date of!greement or comfort letters previously delivered in respect of offerings of securities by the Company$I

(g$ *ince the respective dates as of which information is given in the 'egistration *tatement3 the 0ricing Eisclosure 0ackage an0rospectus3 there shall not have been a material adverse change in the business3 financial condition or results of operations of theCompany and its subsidiaries3 taken as a whole3 otherwise than as set forth or contemplated in the 0ricing Eisclosure 0ackage and the0rospectus (excluding any amendment or supplement thereto$3 the effect of which is in the Hudgment of the 'epresentatives so materiand adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the *ecurities on the term

and in the manner contemplated in the 0ricing Eisclosure 0ackage and the 0rospectusI(h$ 1n or after the date of this !greement there shall not have occurred any of the following% (i$ a suspension or material limitat

in trading in securities generally on the @ew ork *tock /xchangeI (ii$ a suspension or material limitation in trading of any securitiesissued by the CompanyI (iii$ a general moratorium on commercial banking activities declared by either Federal or @ew ork *tateauthoritiesI (iv$ the outbreak or escalation of hostilities involving the 7nited *tates or the declaration by the 7nited *tates of a nationemergency or warI or (v$ the occurrence of any other calamity or crisis

2



affecting the financial markets of the 7nited *tates3 if the effect of any such event specified in clause (iv$ or (v$ in the reasonable Hudgment of the 'epresentatives makes it impractical or inadvisable to proceed with the public offering or the delivery of the *ecurition the terms and in the manner contemplated in the 0ricing Eisclosure 0ackage and the 0rospectusI

(i$ 1n or after the date of this !greement and prior to the Bime of Eelivery (i$ no downgrading shall have occurred in the ratingassigned to the Company>s debt securities by *tandard and 0oor>s 'ating *ervices3 a division of Bhe 4cGraw-<ill Companies3 nc"3 o4oody>s nvestors *ervice3 nc" and (ii$ neither of these rating organiations shall have publicly announced that it has under surveillaor review3 with possible negative implications3 its rating of the Company>s debt securities3 the effect of which3 in any event specified clause (i$ or (ii$3 in the reasonable Hudgment of the 'epresentatives3 makes it impracticable or inadvisable to proceed with the public

offering or the delivery of the *ecurities on the terms and in the manner contemplated in the 0ricing Eisclosure 0ackage and the0rospectusI and

(H$ Bhe Company shall have furnished or caused to be furnished to the 'epresentatives at the Bime of Eelivery a certificate of thCompany signed by an officer of the Company reasonably satisfactory to the 'epresentatives as to (i$ the accuracy of the representatiand warranties of the Company herein as of the Bime of Eelivery3 (ii$ the performance by the Company of all of its obligations hereunto be performed at or prior to the Bime of Eelivery and (iii$ the matters set forth in *ections ,(b$ and ,(g$ hereof"

8" ndemnification and Contribution " (a$ Bhe Company will indemnify and hold harmless each 7nderwriter against any losses3 claimamages or liabilities3 Hoint or several3 to which such 7nderwriter may become subHect3 under the *ecurities !ct or otherwise3 insofar as sucosses3 claims3 damages or liabilities (or actions in respect thereof$ arise out of or are based upon (i$ any untrue statement or alleged untruetatement of a material fact contained in the 'egistration *tatement3 or any amendment thereto3 or any omission or alleged omission to statherein a material fact reDuired to be stated therein or necessary in order to make the statements therein not misleading or (ii$ any untruetatement or alleged untrue statement of a material fact contained in the ;ase 0rospectus3 any 0reliminary 0rospectus3 the 0ricing 0rospectu

he 0rospectus3 or any amendment or supplement thereto3 the 0ricing Eisclosure 0ackage3 or any 5issuer free writing prospectus6 (as define'ule (d$ under the *ecurities !ct$ relating to the offering of the *ecurities3 or any omission or alleged omission to state therein a materiact necessary in order to make the statements therein3 in light of the circumstances under which they were made3 not misleading3 and willeimburse each 7nderwriter for any legal or other expenses reasonably incurred by such 7nderwriter in connection with investigating orefending any such action or claim as such expenses are incurredI provided 3 however 3 that the Company shall not be liable in any such cashe extent that any such loss3 claim3 damage or liability arises out of or is based upon an untrue statement or alleged untrue statement ormission or alleged omission in the 'egistration *tatement3 the ;ase 0rospectus3 any 0reliminary 0rospectus3 the 0ricing 0rospectus3 therospectus3 or any amendment or supplement thereto3 the 0ricing Eisclosure 0ackage3 or

+.



ny such issuer free writing prospectus3 made in reliance upon and in conformity with written information furnished to the Company by an7nderwriter through the 'epresentatives expressly for use therein"

(b$ /ach 7nderwriter will3 severally and not Hointly3 indemnify and hold harmless the Company to the same extent as the indemset forth in *ection 8(a$ hereof3 but only insofar as such losses3 claims3 damages or liabilities (or actions in respect thereof$ arise out oare based upon an untrue statement or alleged untrue statement of3 or omission or alleged omission to state3 a material fact made inreliance upon and in conformity with written information furnished to the Company by such 7nderwriter through the 'epresentativesexpressly for use therein3 and will reimburse the Company for any legal or other expenses reasonably incurred by the Company inconnection with investigating or defending any such action or claim as such expenses are incurredI it being understood and agreed tha

the only written information furnished to the Company by such 7nderwriter through the 'epresentatives expressly for use in the'egistration *tatement3 any amendment or supplement thereto3 the ;ase 0rospectus3 any 0reliminary 0rospectus3 the 0ricing 0rospecthe 0rospectus or any amendment or supplement thereto is the name of such 7nderwriter set forth on the cover page and the concessiand reallowance figures appearing in the third paragraph and the ninth3 tenth and twentieth paragraphs under the caption 57nderwritiin each case3 in the 0reliminary 0rospectus3 the 0ricing 0rospectus and the 0rospectus"

(c$ 0romptly after receipt by an indemnified party under *ection 8(a$ or 8(b$ hereof of notice of the commencement of any actiosuch indemnified party shall3 if a claim in respect thereof is to be made against the indemnifying party under such *ection 8(a$ or 8(bthe case may be3 notify the indemnifying party in writing of the commencement thereofI but the omission to so notify the indemnifyinparty shall not relieve it from any liability which it may have to any indemnified party otherwise than under such *ection 8(a$ or 8(b$the case may be" n case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of tcommencement thereof3 the indemnifying party shall be entitled to participate therein and3 to the extent that it shall wish3 Hointly withother indemnifying party similarly notified3 to assume the defense thereof3 with counsel reasonably satisfactory to such indemnified pand3 after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof3 the indemnify

party shall not be liable to such indemnified party under such *ection 8(a$ or 8(b$3 as the case may be3 for any legal expenses of othercounsel or any other expenses3 in each case subseDuently incurred by such indemnified party3 in connection with the defense thereof othan reasonable costs of investigationI provided 3 however 3 that any indemnified party shall have the right to retain its own counsel3 bthe fees and expenses of such counsel shall be at the expense of such indemnified party unless (i$ the indemnifying party and theindemnified party shall have mutually agreed to the retention of such counsel or (ii$ the named parties to any such proceeding (includany impleaded parties$ include both the indemnifying party and the indemnified party and representation of both parties by the samecounsel would be inappropriate due to actual or potential differing interests between them" t is understood that3 notwithstanding thepreceding sentence of this *ection 8(c$3 the indemnifying party shall not be liable for the reasonable fees and expenses of more than

++



one separate firm (in addition to not more than one separate local counsel in any Hurisdiction in which the indemnified party reDuiresrepresentation by separate counsel$ for all such indemnified parties" @o indemnifying party shall3 without the written consent of theindemnified party3 effect the settlement or compromise of3 or consent to the entry of any Hudgment with respect to3 any pending orthreatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifparty is an actual or potential party to such action or claim$ unless such settlement3 compromise or Hudgment (i$ includes an unconditirelease of the indemnified party from all liability arising out of such action or claim and (ii$ does not include a statement as to3 or anadmission of3 fault3 culpability or a failure to act3 by or on behalf of any indemnified party" !n indemnifying party shall not be liable fany settlement effected by an indemnified party without its prior written consent3 but if the settlement is made with such consent3 theindemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement"

(d$ f the indemnification provided for in this *ection 8 is unavailable to or insufficient to hold harmless an indemnified party u*ection 8(a$ or 8(b$ hereof in respect of any losses3 claims3 damages or liabilities (or actions in respect thereof$ referred to therein3 theeach indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses3 claims3damages or liabilities (or actions in respect thereof$ in such proportion as is appropriate to reflect the relative benefits received by theCompany3 on the one hand3 and the 7nderwriters3 on the other3 from the offering of the *ecurities" f3 however3 the allocation providethe immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice reDuired un*ection 8(c$ hereof3 then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in suchproportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company3 on the one hand3 and t7nderwriters3 on the other3 in connection with the statements or omissions which resulted in such losses3 claims3 damages or liabilitieactions in respect thereof$3 as well as any other relevant eDuitable considerations" Bhe relative benefits received by the Company3 on tone hand3 and the 7nderwriters3 on the other3 shall be deemed to be in the same proportion as the total net proceeds from the offering(before deducting expenses$ received by the Company bear to the total underwriting discounts and commissions received by the7nderwriters3 in each case as set forth on the cover page of the 0rospectus" Bhe relative fault shall be determined by reference to3 amoother things3 whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material freDuired to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by theCompany3 on the one hand3 or by the 7nderwriters3 on the other3 and the parties> relative intent3 knowledge3 access to information andopportunity to correct or prevent such statement or omission" Bhe Company and the 7nderwriters agree that it would not be Hust andeDuitable if contribution pursuant to this *ection 8(d$ were determined by pro rata allocation (even if the 7nderwriters were treated aentity for such purpose$ or by any other method of allocation which does not take account of the eDuitable considerations referred toabove in this *ection 8(d$" Bhe amount paid or payable by an indemnified party as a result of the losses3 claims3 damages or liabilitiesactions in respect thereof$ referred to above in this *ection 8(d$ shall be deemed to

+#



include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim" @otwithstanding the provisions of this *ection 8(d$3 no 7nderwriter shall be reDuired to contribute any amount in excof the amount by which the total price at which the *ecurities underwritten by it and distributed to the public were offered to the publexceeds the amount of any damages which such 7nderwriter has otherwise been reDuired to pay by reason of such untrue or allegeduntrue statement or omission or alleged omission" @o person guilty of fraudulent misrepresentation (within the meaning of *ection ++of the *ecurities !ct$ shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation" Bhe7nderwriters> obligations in this *ection 8(d$ to contribute are several in proportion to their respective underwriting obligations and n

Hoint"

(e$ Bhe obligations of the Company under this *ection 8 shall be in addition to any liability which the Company may otherwisehave and shall extend3 upon the same terms and conditions3 to each person3 if any3 who controls any 7nderwriter within the meaning *ection +) of the *ecurities !ct or *ection #. of the /xchange !ct and any other affiliate (within the meaning of 'ule .) under the*ecurities !ct$ of any 7nderwriterI and the obligations of the 7nderwriters under this *ection 8 shall be in addition to any liability wthe respective 7nderwriters may otherwise have and shall extend3 upon the same terms and conditions3 to each officer and director ofCompany3 each person3 if any3 who controls the Company within the meaning of *ection +) of the *ecurities !ct or *ection #. of the/xchange !ct and any other affiliate (within the meaning of 'ule .) under the *ecurities !ct$ of the Company"

2" Eefaulting 7nderwriters " (a$ f any 7nderwriter shall default in its obligation to purchase the *ecurities which it has agreed tourchase hereunder3 the 'epresentatives may in their discretion arrange for themselves or another party or other parties to purchase suchecurities on the terms contained herein" f within thirty-six hours after such default by any 7nderwriter the 'epresentatives do not arrange

he purchase of such *ecurities3 then the Company shall be entitled to a further period of thirty-six hours within which to procure another pr other parties satisfactory to the 'epresentatives to purchase such *ecurities on such terms" n the event that3 within the respective prescrieriods3 the 'epresentatives notify the Company that the 'epresentatives have so arranged for the purchase of such *ecurities3 or the Compotifies the 'epresentatives that it has so arranged for the purchase of such *ecurities3 the 'epresentatives or the Company shall have the rio postpone the Bime of Eelivery for a period of not more than seven days3 in order to effect whatever changes may thereby be made necesn the 'egistration *tatement or the 0rospectus3 or in any other documents or arrangements3 and the Company agrees to file promptly anymendments to the 'egistration *tatement or the 0rospectus which in the 'epresentatives> opinion may thereby be made necessary" Bhe ter7nderwriter6 as used in this !greement shall include any person substituted under this *ection 2 with like effect as if such person hadriginally been a party to this !greement with respect to such *ecurities"

(b$ f3 after giving effect to any arrangements for the purchase of the *ecurities of a defaulting 7nderwriter or 7nderwriters by t'epresentatives and the

+



Company as provided in *ection 2(a$ hereof3 the aggregate principal amount of such *ecurities which remains unpurchased does notexceed one-eleventh of the aggregate principal amount of all the *ecurities3 then the Company shall have the right to reDuire each nondefaulting 7nderwriter to purchase the principal amount of *ecurities which such 7nderwriter agreed to purchase hereunder and3 inaddition3 to reDuire each non-defaulting 7nderwriter to purchase its pro rata share (based on the principal amount of *ecurities whichsuch 7nderwriter agreed to purchase hereunder$ of the *ecurities of such defaulting 7nderwriter or 7nderwriters for which sucharrangements have not been madeI but nothing herein shall relieve a defaulting 7nderwriter from liability for its default"

(c$ f after giving effect to any arrangements for the purchase of the *ecurities of a defaulting 7nderwriter or 7nderwriters by th'epresentatives and the Company as provided in *ection 2(a$ hereof3 the aggregate principal amount of the *ecurities which remains

unpurchased exceeds one-eleventh of the aggregate principal amount of all the *ecurities3 as referred to in *ection 2(b$ hereof3 or if thCompany shall not exercise the right described in *ection 2(b$ hereof to reDuire non-defaulting 7nderwriters to purchase the *ecuritia defaulting 7nderwriter or 7nderwriters3 then this !greement shall thereupon terminate3 without liability on the part of any non-defaulting 7nderwriter or the Company3 except for the expenses to be borne by the Company and the 7nderwriters as provided in*ection A hereof and the indemnity and contribution agreements in *ection 8 hereofI but nothing herein shall relieve a defaulting7nderwriter from liability for its default"

+." *urvival " Bhe respective indemnities3 agreements3 representations3 warranties and other statements of the Company and the sever7nderwriters3 as set forth in this !greement or made by or on behalf of them3 respectively3 pursuant to this !greement3 shall remain in fullorce and effect3 regardless of any investigation (or any statement as to the results thereof$ made by or on behalf of any 7nderwriter or anyontrolling person of any 7nderwriter3 or the Company3 or any officer or director or controlling person of the Company3 and shall surviveelivery of and payment for the *ecurities"

++" Bermination " f this !greement shall be terminated pursuant to *ection 2 hereof3 the Company shall not then be under any liabilitny 7nderwriter except as provided in *ections A and 8 hereofI but if for any other reason any *ecurities are not delivered by or on behalf ohe Company as provided herein3 the Company will reimburse the 7nderwriters through the 'epresentatives for all reasonable out-of-pockxpenses approved in writing by the 'epresentatives3 including fees and disbursements of counsel3 reasonably incurred by the 7nderwriter

making preparations for the purchase3 sale and delivery of the *ecurities3 but the Company shall then be under no further liability to any7nderwriter except as provided in *ections A and 8 hereof"

+#" @ature of 7nderwriters> 1bligations " Bhe Company acknowledges and agrees that (i$ the purchase and sale of the *ecurities purso this !greement3 including the determination of the public offering price of the *ecurities and any related discounts and commissions3 is arm>s-length commercial transaction between the Company3 on the one hand3 and the several 7nderwriters3 on the other hand3 (ii$ in conne

with the offering contemplated

+



ereby and the process leading to such transaction3 each 7nderwriter is3 and has been3 acting solely as a principal and is not the agent oriduciary of the Company directly or indirectly3 (iii$ no 7nderwriter has assumed3 or will assume3 an advisory or fiduciary responsibility inavor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such 7nderwas advised or is currently advising the Company on other matters$ and no 7nderwriter has any similar obligation to the Company with reso the offering of the *ecurities contemplated hereby except the obligations expressly set forth in this !greement and (iv$ the Company hasonsulted its own legal and financial advisors to the extent it deemed appropriate"

+" !uthority of 'epresentatives " n all dealings hereunder3 the 'epresentatives shall act on behalf of each of the 7nderwriters3 and tCompany shall be entitled to act and rely upon any statement3 reDuest3 notice or agreement on behalf of any 7nderwriter made or given by

'epresentatives Hointly or by any 'epresentative and may assume that such statement3 reDuest3 notice or agreement has been duly authorieuch 7nderwriter"

+" @otices " !ll statements3 reDuests3 notices and agreements hereunder shall be in writing or by telephone if promptly confirmed inwriting3 and if to the 7nderwriters3 shall be sufficient in all respects if delivered or sent by facsimile transmission or registered mail to the'epresentatives at the addresses set forth on *chedule heretoI and if to the Company3 shall be sufficient in all respects if delivered or sent acsimile transmission or registered mail to 4icrosoft Corporation3 1ne 4icrosoft &ay3 'edmond3 &ashington 28.)#-A223 !ttention%

Corporate Lice 0resident and BreasurerI provided 3 however 3 that any notice to an 7nderwriter pursuant to *ection 8(c$ hereof shall beelivered or sent by registered mail to such 7nderwriter at its address which3 if not set forth on *chedule hereto3 shall be provided to the

Company by the 'epresentatives upon reDuest"

+)" 0ersons /ntitled to ;enefit of !greement " Bhis !greement shall be binding upon3 and inure solely to the benefit of3 the 7nderwrihe Company and3 to the extent provided in *ections 8 and +. hereof3 the officers and directors of the Company3 each person who controls t

Company or any 7nderwriter and any other affiliate of any 7nderwriter3 and their respective heirs3 executors3 administrators3 successors anssigns3 and no other person shall acDuire or have any right under or by virtue of this !greement" @o purchaser of any of the *ecurities fromny 7nderwriter shall be deemed a successor or assign by reason merely of such purchase"

+A" Bime of /ssence " Bime shall be of the essence of this !greement" !s used herein3 the term 5 business day 6 shall mean any day3 ohan a *aturday or a *unday3 which is not a day or which banking institutions in @ew ork3 @ew ork are authoried or obligated by law orxecutive order to close"

+," Eefinitive !greement " Bhis !greement supersedes all prior agreements and understandings (written or oral$ between the Compannd the 7nderwriters3 or any of them3 with respect to the subHect matter hereof"

+8" Governing 9aw " Bhis !greement shall be governed by3 and construed in accordance with3 the laws of the *tate of @ew ork"

+)



+2" &aiver of ury Brial " Bhe Company and each of the 7nderwriters hereby irrevocably waive3 to the fullest extent permitted bypplicable law3 any and all right to trial by Hury in any legal proceeding arising out of or relating to this !greement or the transactionsontemplated hereby"

#." Counterparts " Bhis !greement may be executed by any one or more of the parties hereto in any number of counterparts3 each ofwhich shall be deemed to be an original3 but all such counterparts shall together constitute one and the same instrument"

M Signature pages follow N

+A



f the foregoing is in accordance with the 'epresentatives> understanding3 please sign and return to us six counterparts hereof3 and uphe acceptance hereof by the 'epresentatives3 on behalf of each of the 7nderwriters3 this letter and such acceptance hereof shall constitute ainding agreement between each of the 7nderwriters and the Company"

t is understood that the 'epresentatives> acceptance of this letter on behalf of each of the 7nderwriters is pursuant to the authority seorth in a form of an !greement among the 7nderwriters3 copies of which3 to the extent practicable and upon reDuest3 shall be submitted to

Company for examination3 but without any representation or warranty on the 'epresentatives> part as to the authority of the senders thereof

Lery truly yours3

4C'1*1FB C1'01'!B1@

;y%@ame%Bitle%

M*ignature 0age to 7nderwriting !greementN



!ccepted as of the date first written above at @ew ork3 @ew ork%

"0" 41'G!@ */C7'B/* 99C

;y% s *tephen 9" *heiner@ame% *tephen 9" *heinerBitle% /xecutive Eirector

4/''99 9@C<3 0/'C/3 F/@@/' : *4B<@C1'01'!B/E

;y% s <appy Eaily@ame% <appy EailyBitle% 4anaging Eirector

&/99* F!'G1 */C7'B/*3 99C

;y% s Carolyn <urley@ame% Carolyn <urleyBitle% Eirector

;!'C9!* C!0B!9 @C"

;y% s 0amela Kendall@ame% 0amela KendallBitle% Eirector

CBG'170 G91;!9 4!'K/B* @C"

;y% s ;rian E" ;ednarski@ame% ;rian E" ;ednarskiBitle% 4anaging Eirector

G19E4!@3 *!C<* : C1"

;y% s !dam Greene@ame% !dam GreeneBitle% Lice 0resident




<*;C */C7'B/* (7*!$ @C"

;y% s 9ui 9anfredl@ame% 9ui 9anfredlBitle% Lice 0resident

!cting on behalf of themselves andhe several 7nderwriters named herein




SCHEDU

TERMS OF SECURITIES AND OFFERING

7nderwriting !greement % dated 1ctober #23 #.+)

'egistration *tatement @o" % -#.,A)#

'epresentatives %

"0" 4organ *ecurities 99C8 4adison !venue

@ew ork3 @ew ork +.+,2

4errill 9ynch3 0ierce3 Fenner : *mithncorporated

1ne ;ryant 0ark@ew ork3 @ew ork +..A

&ells Fargo *ecurities3 99C). *outh Bryon *treet

Charlotte3 @orth Carolina #8#.#

;arclays Capital nc") *eventh !venue

@ew ork3 @ew ork +..+2

Citigroup Global 4arkets nc"88 Greenwich *treet

@ew ork3 @ew ork +..+

Goldman3 *achs : Co".. &est *treet

@ew ork3 @ew ork +.#8#

<*;C *ecurities (7*!$ nc")# Fifth !venue

@ew ork3 @ew ork +..+8

Bitle of the *ecurities%

"..? @otes due #.+8 (the 5#.+8 @otes6$"...? @otes due #.#. (the 5#.#. @otes6$"A).? @otes due #.## (the 5#.## @otes6$"+#)? @otes due #.#) (the 5#.#) @otes6$"#..? @otes due #.) (the 5#.) @otes6$").? @otes due #.) (the 5#.) @otes6$

-+



",).? @otes due #.)) (the 5#.)) @otes6 and3 together with the #.+8 @otes3 the #.#. @otes3 the #.## @otes3 the #.#) @otes3 the #.) @nd the #.) @otes3 the 5@otes6$

!ggregate 0rincipal !mount %

.+8 @otes% =+3,).3...3...

.#. @otes% =#3#).3...3...

.## @otes% =+3...3...3...

.#) @otes% =3...3...3...

.) @otes% =+3...3...3...

.) @otes% =3...3...3...

.)) @otes% =+3...3...3...

Eenominations %

#3... and multiples of =+3... in excess thereof

rice to 0ublic %

.+8 @otes% 22"2..? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.#. @otes% 22"2#.? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.## @otes% 22"2A8? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.#) @otes% 22"2,? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.) @otes% 22",+8? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.) @otes% 22"A))? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.)) @otes% 22"A#,? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

urchase 0rice by 7nderwriters %

.+8 @otes% 22",).? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

-#



.#. @otes% 22"),.? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.## @otes% 22")A8? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.#) @otes% 22")#? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.) @otes% 28"8? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.) @otes% 28",8.? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

.)) @otes% 28",)#? of the principal amount3 plus accrued interest3 if any3 from @ovember 3 #.+)

4aturity %

.+8 @otes% @ovember 3 #.+8

.#. @otes% @ovember 3 #.#.

.## @otes% @ovember 3 #.##

.#) @otes% @ovember 3 #.#)

.) @otes% @ovember 3 #.)

.) @otes% @ovember 3 #.)

.)) @otes% @ovember 3 #.))

nterest 'ate %

.+8 @otes% +"..? per annum.#. @otes% #"...? per annum

.## @otes% #"A).? per annum

.#) @otes% "+#)? per annum

.) @otes% "#..? per annum

.) @otes% ").? per annum

.)) @otes% ",).? per annum

nterest 0ayment Eates %

nterest on the @otes will be paid semi-annually in arrears on 4ay and @ovember 3 beginning on 4ay 3 #.+A

-



1ptional 'edemption 0rovisions

!t any time prior to @ovember 3 #.+8 (in the case of the #.+8 @otes$3 1ctober 3 #.#. (in the case of the #.#. @otes$3 *eptember 3 #.##he case of the #.## @otes$3 !ugust 3 #.#) (in the case of the #.#) @otes$3 4ay 3 #.) (in the case of the #.) @otes$3 4ay 3 #.) (in tase of the #.) @otes$ and 4ay 3 #.)) (in the case of the #.)) @otes$3 as the case may be3 the @otes of such series shall be redeemable i

whole or in part3 at any time or from time to time3 at the Company>s option3 on at least . days> but not more than A. days> prior notice maio the registered address of each <older of @otes to be redeemed3 at a redemption price3 calculated by the Company3 eDual to the greater ofi$ +..? of the principal amount of the @otes to be redeemed and (ii$ the sum of the present values of each remaining scheduled payment orincipal and interest on the @otes to be redeemed (exclusive of interest accrued to the 'edemption Eate$ discounted to the 'edemption Ea

n a semiannual basis (assuming a A.-day year consisting of twelve .-day months$ at the Breasury 'ate plus ) basis points (in the case o.+8 @otes$3 ,") basis points (in the case of the #.#. @otes$3 +#") basis points (in the case of the #.## @otes$ +) basis points (in the case o.#) @otes$3 #. basis points (in the case of the #.) @otes$3 #) basis points (in the case of the #.) @otes$ or . basis points (in the case o.)) @otes$"

!t any time on or after 1ctober 3 #.#. (in the case of the #.#. @otes$3 *eptember 3 #.## (in the case of the #.## @otes$3 !ugust 3 #.#)he case of the #.#) @otes$3 4ay 3 #.) (in the case of the #.) @otes$3 4ay 3 #.) (in the case of the #.) @otes$ and 4ay 3 #.)) (inase of the #.)) @otes$3 as the case may be3 the @otes of such series shall be redeemable in whole or in part3 at any time3 at the Company>sption3 on at least . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to be redeemededemption price eDual to +..? of the principal amount of the @otes to be redeemed"

inking Fund 0rovisions%

@one"

1ther Berms%

Eefeasance provisions of the ndenture shall be applicable to the @otes"

Closing Eate3 Bime and 9ocation %

@ovember 3 #.+) at 2%. a"m" (@ew ork City time$ at the office of &eil3 Gotshal : 4ang9903 ,A, Fifth !venue3 @ew ork3 @ew ork +.+)

-



SCHEDU<

U#&>&)"#& P&).)'! A$"

$% 2018 N$"#* P&).)'! A$"

$% 2020 N$"#* P&).)'! A$"

$% 2022 N$"#* P&).)'! A$"

$% 2025 N$"#*

"0" 4organ *ecurities 99C = ,3)..3...".. = )A#3)..3...".. = #).3...3...".. = ,).3...3...".4errill 9ynch3 0ierce3 Fenner : *mith

ncorporated = ,3)..3...".. = )A#3)..3...".. = #).3...3...".. = ,).3...3...".&ells Fargo *ecurities3 99C = ,3)..3...".. = )A#3)..3...".. = #).3...3...".. = ,).3...3...".;arclays Capital nc" = 2A3#).3...".. = +#3,).3...".. = ))3...3...".. = +A)3...3...".Citigroup Global 4arkets nc" = 2A3#).3...".. = +#3,).3...".. = ))3...3...".. = +A)3...3...".

Goldman3 *achs : Co" = 2A3#).3...".. = +#3,).3...".. = ))3...3...".. = +A)3...3...".<*;C *ecurities (7*!$ nc" = 2A3#).3...".. = +#3,).3...".. = ))3...3...".. = +A)3...3...".Castle1ak *ecurities3 9"0" = 83,).3...".. = ++3#).3...".. = )3...3...".. = +)3...3...".9oop Capital 4arkets 99C = 83,).3...".. = ++3#).3...".. = )3...3...".. = +)3...3...".4F' *ecurities3 nc" = 83,).3...".. = ++3#).3...".. = )3...3...".. = +)3...3...".4ischler Financial Group3 nc" = 83,).3...".. = ++3#).3...".. = )3...3...".. = +)3...3...".*amuel !" 'amire : Company3 nc" = 83,).3...".. = ++3#).3...".. = )3...3...".. = +)3...3...".Bhe &illiams Capital Group3 9"0" = 83,).3...".. = ++3#).3...".. = )3...3...".. = +)3...3...".

Botal = +3,).3...3... = #3#).3...3... = +3...3...3... = 3...3...3..

-+



U#&>&)"#& P&).)'! A$"

$% 2035 N$"#* P&).)'! A$"

$% 2045 N$"#* P&).)'! A$"

$% 2055 N$"#*

"0" 4organ *ecurities 99C = #).3...3...".. = ,).3...3...".. = #).3...3...".4errill 9ynch3 0ierce3 Fenner : *mith ncorporated = #).3...3...".. = ,).3...3...".. = #).3...3...".&ells Fargo *ecurities3 99C = #).3...3...".. = ,).3...3...".. = #).3...3...".;arclays Capital nc" = ))3...3...".. = +A)3...3...".. = ))3...3...".Citigroup Global 4arkets nc" = ))3...3...".. = +A)3...3...".. = ))3...3...".Goldman3 *achs : Co" = ))3...3...".. = +A)3...3...".. = ))3...3...".

<*;C *ecurities (7*!$ nc" = ))3...3...".. = +A)3...3...".. = ))3...3...".Castle1ak *ecurities3 9"0" = )3...3...".. = +)3...3...".. = )3...3...".9oop Capital 4arkets 99C = )3...3...".. = +)3...3...".. = )3...3...".4F' *ecurities3 nc" = )3...3...".. = +)3...3...".. = )3...3...".4ischler Financial Group3 nc" = )3...3...".. = +)3...3...".. = )3...3...".*amuel !" 'amire : Company3 nc" = )3...3...".. = +)3...3...".. = )3...3...".Bhe &illiams Capital Group3 9"0" = )3...3...".. = +)3...3...".. = )3...3...".

Botal = +3...3...3... = 3...3...3... = +3...3...3..

-#



SCHEDU<

ISSUER FREE WRITING PROSPECTUSES

O 0ricing Berm *heet3 dated 1ctober #23 #.+)3 relating to the *ecurities3 which will be filed pursuant to 'ule under the *ecurities !

-+



SCHEDU<

FORM OF OPINION OF ASSOCIATE GENERA< COUNSE<, <EGA< AND CORPORATE AFFAIRS, AND ASSISTANTSECRETAR@ OF THE COMPAN@

(i$ Bhe Company has been duly incorporated and is validly existing as a corporation under the law of the *tate of &ashington and hasorporate power and authority to conduct its business and own its properties as described in the 0ricing Eisclosure 0ackage and the 0rospend to execute3 deliver and perform its obligations under this !greement3 the *ecurities and the ndenture"

(ii$ Bhe ndenture has been duly authoried3 executed and delivered by the Company"

(iii$ Bhe *ecurities have been duly authoried3 executed and issued by the Company"

(iv$ Bhis !greement has been duly authoried3 executed and delivered by the Company"

(v$ Bhe issuance and sale of the *ecurities by the Company and the execution3 delivery and performance by the Company of this!greement and the ndenture will not breach or result in a default under any material loan agreement of the Company or any of its subsidiar other material agreement or instrument of the Company or any of its subsidiaries known to such counsel3 nor will such action violate the

Company>s !mended and 'estated !rticles of ncorporation or ;ylaws or any &ashington state statute or any rule or regulation that has bessued pursuant to any &ashington state statute or any order known to such counsel issued pursuant to any &ashington state statute by anyourt or governmental agency or body having Hurisdiction over the Company or any of its subsidiaries or any of their properties"

(vi$ @o consent3 approval3 authoriation3 order3 registration or Dualification of or with any &ashington state governmental agency or br3 to the knowledge of such counsel3 any &ashington state court is reDuired for the issue and sale of the *ecurities by the Company3 or thexecution3 delivery and performance by the Company of this !greement and the ndenture"

(vii$ Bo the knowledge of such counsel3 there are no statutes or pending or threatened legal or governmental proceedings reDuired to bescribed in the 0ricing Eisclosure 0ackage and the 0rospectus which are not described as reDuired"

(viii$ Bo the knowledge of such counsel3 there are no contracts or other documents of a character reDuired to be filed as exhibits to the'egistration *tatement which are not filed as reDuired"

(ix$ Bhe documents incorporated by reference in the 0ricing 0rospectus and the 0rospectus or any amendment thereto prior to the BimEelivery (other than the financial statements or other financial data therein3 as to which such counsel need not express any opinion$3 as of thate they were filed with the Commission or became effective3 as the case may be3 complied as to form in all material respects with the

eDuirements of the /xchange !ct or the *ecurities !ct3 as applicable3 and the rules and regulations of the Commission thereunderI and sucounsel has no reason to believe that any of such documents3 when they were so filed or became effective3 as the case may be3 contained anntrue statement of a material fact or omitted to state a material fact reDuired to be stated therein or necessary to make the statements thereihe light of the circumstances under which they were made when such documents were so filed3 not misleading"

L-+



n rendering such opinions3 such counsel may rely as to matters of fact3 to the extent such counsel deems proper3 upon certificates offficers of the Company and its subsidiaries and certificates of public officials3 and such counsel may rely upon the opinion of counsel for t

Company as to all matters of @ew ork state law"

L-#



SCHEDU<

FORM OF OPINION AND NEGATI?E ASSURANCE <ETTER OF COUNSE< FOR THE COMPAN@

(i$ Bhe ndenture has been duly authoried3 executed and delivered by the Company and duly Dualified under the Brust ndenture !ct223 as amended (the 5Brust ndenture !ct6$3 and3 assuming that the ndenture is the valid and legally binding obligation of the Brustee3 thndenture constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms3ubHect to (a$ the effects of bankruptcy3 insolvency3 fraudulent conveyance3 reorganiation3 moratorium and other similar laws relating to orffecting creditors> rights generally3 (b$ general eDuitable principles (whether considered in a proceeding in eDuity or at law$ and (c$ an imp

ovenant of good faith and fair dealing"

(ii$ Bhe *ecurities have been duly authoried3 executed and issued by the Company and3 assuming due authentication thereof by theBrustee and upon payment and delivery in accordance with this !greement3 will constitute valid and legally binding obligations of theCompany enforceable against the Company in accordance with their terms and entitled to the benefits of the ndenture3 subHect to (a$ the eff bankruptcy3 insolvency3 fraudulent conveyance3 reorganiation3 moratorium and other similar laws relating to or affecting creditors> righenerally3 (b$ general eDuitable principles (whether considered in a proceeding in eDuity or at law$ and (c$ an implied covenant of good faitnd fair dealing"

(iii$ Bhis !greement has been duly authoried3 executed and delivered by the Company"

(iv$ Bhe issue and sale of the *ecurities by the Company3 the execution3 delivery and performance by the Company of this !greementhe execution and delivery of the ndenture by the Company will not violate any federal or @ew ork *tate statute or any rule or regulation

as been issued pursuant to any federal or @ew ork *tate statute or any order known to such counsel issued pursuant to any federal or @ework *tate statute by any federal or @ew ork *tate court or governmental agency or body having Hurisdiction over the Company or any of roperties3 provided that no opinion is expressed in this paragraph (iv$ with respect to federal or state securities laws and rule and regulatioromulgated thereunder"

(v$ @o consent3 approval3 authoriation3 order3 registration or Dualification of or with any federal or @ew ork *tate governmental agr body or3 to the knowledge of such counsel3 any federal or @ew ork *tate court3 is reDuired for the issue and sale of the *ecurities by the

Company and the compliance by the Company with the provisions of this !greement and the ndenture3 except for the registration of theecurities under the *ecurities !ct3 the Dualification of the ndenture under the Brust ndenture !ct and such consents3 approvals3uthoriations3 registrations or Dualifications as may be reDuired under state securities or ;lue *ky laws in connection with the purchase anistribution of the *ecurities by the 7nderwriters"

(vi$ Bhe 'egistration *tatement has become effective under the *ecurities !ctI the 0rospectus was filed on 1ctober MPN3 #.+) pursuan

'ule #(b$ of the rules and regulations of the Commission under the *ecurities !ctI and3 to the knowledge of such counsel3 no stop orderuspending the effectiveness of the 'egistration *tatement has been issued or proceeding for that purpose has been instituted or threatened he Commission"

L-+



(vii$ Bhe statements made in each of the 0reliminary 0rospectus and the 0rospectus under the caption 5Eescription of the @otes6 andEescription of the Eebt *ecurities6 (including3 in the case of the 0reliminary 0rospectus3 the information contained in the 0ricing Berm *hnsofar as they purport to constitute summaries of certain terms of documents referred to therein3 constitute accurate summaries of such termf such documents in all material respects"

(viii$ Bhe statements made in each of the 0ricing Eisclosure 0ackage and the 0rospectus under the caption 5Certain 7"*" Federal ncond /state Bax ConseDuences to @on-7"*" <olders36 insofar as they purport to constitute summaries of matters of 7nited *tates federal tax nd regulations or legal conclusions with respect thereto3 constitute accurate summaries of the matters described therein in all material resp

(ix$ Bhe Company is not3 and immediately after giving effect to the sale of the *ecurities and the application of the proceeds therefromescribed in the 0ricing Eisclosure 0ackage and the 0rospectus will not be3 an 5investment company6 within the meaning of and subHect toegulation under the nvestment Company !ct of +2.3 as amended"

*uch counsel shall also advise that the 'egistration *tatement3 as of the date it first became effective under the *ecurities !ct3 and therospectus3 as of its date3 appeared3 on its face3 to be appropriately responsive3 in all material respects3 to the reDuirements of the *ecuritiesnd the applicable rules and regulations of the Commission thereunder3 except that in each case such counsel need not express any view wiespect to the financial statements or other financial data contained in3 incorporated or deemed incorporated by reference in3 or omitted fromhe 'egistration *tatement3 the 0rospectus or the documents incorporated by reference therein"

n addition3 such counsel shall state that nothing has come to such counsel>s attention that causes them to believe that (a$ the 'egistratatement (including the documents incorporated by reference therein and the 0rospectus deemed to be a part thereof$3 as of the date of this

!greement3 contained any untrue statement of a material fact or omitted to state any material fact reDuired to be stated therein or necessary

rder to make the statements therein not misleading3 (b$ the 0ricing Eisclosure 0ackage(including the documents incorporated by referenceherein$3 as of the !pplicable Bime3 contained any untrue statement of a material fact or omitted to state any material fact necessary in orde

make the statements therein3 in the light of the circumstances under which they were made3 not misleading or (c$ the 0rospectus (includingocuments incorporated by reference therein$3 as of its date or as of the Bime of Eelivery3 contained or contains any untrue statement of a

material fact or omitted or omits to state any material fact necessary in order to make the statements therein3 in the light of the circumstancender which they were made3 not misleading3 except that such counsel need not express any belief in any of clauses (a$3 (b$ or (c$ above wiespect to the financial statements or other financial data contained in3 incorporated or deemed incorporated by reference in3 or omitted fromhe 'egistration *tatement3 the 0ricing Eisclosure 0ackage3 the 0rospectus or the documents incorporated by reference therein"

n rendering such opinions3 such counsel may rely as to matters of fact3 to the extent such counsel deems proper3 upon certificates offficers of the Company and its subsidiaries and certificates of public officials3 and such counsel may rely upon the opinion of the !ssociat

General Counsel3 9egal and Corporate !ffairs3 and !ssistant *ecretary of the Company as to all matters of &ashington state law"

L-#



E)/

FORM OF TENTH SUPP<EMENTA< INDENTURE

D!"# !* $% N$+#/#& 3, 2015

=#">##

MICROSOFT CORPORATION,

!* I**#&

!

US =ANK NATIONA< ASSOCIATION,

!* T&*"##

"$

INDENTURE

D!"# !* $% M!7 18, 2009

=#">##

MICROSOFT CORPORATION, !* I**#&

!

THE =ANK OF NEW @ORK ME<<ON TRUST COMPAN@, NA, !* "&*"##

1300 N$"#* # 2018

2000 N$"#* # 2020

250 N$"#* # 2022

3125 N$"#* # 2025

4200 N$"#* # 2035

4450 N$"#* # 2045

4650 N$"#* # 2055



TA=<E OF CONTENTS

P!

!'BC9/ +" E/F@B1@*

*ection +"+" Eefinition of Berms

!'BC9/ #" B/'4* !@E C1@EB1@* 1F @1B/*

*ection #"+" Eesignation and 0rincipal !mount

*ection #"#" 4aturity *ection #"" Further ssues *ection #"" 0ayment *ection #")" Global *ecurities *ection #"A" nterest *ection #"," !uthoried Eenominations *ection #"8" 'edemption and *inking Fund *ection #"2" 'anking *ection #"+." !ppointments *ection #"++" Eefeasance

!'BC9/ " F1'4 1F @1B/*

*ection "+" Form of @otes

!'BC9/ " 1'G@!9 **7/ 1F @1B/* *ection "+" 1riginal ssue of @otes

!'BC9/ )" 4*C/99!@/17*

*ection )"+" 'atification of ndenture *ection )"#" Brustee @ot 'esponsible for 'ecitals *ection )"" Governing 9aw *ection )"" *eparability *ection )")" Counterparts

ii



/<;B ! Q Form of #.+8 @otes !

/<;B ; Q Form of #.#. @otes ;

/<;B C Q Form of #.## @otes C

/<;B E Q Form of #.#) @otes E

/<;B / Q Form of #.) @otes /

/<;B F Q Form of #.) @otes F

/<;B G Q Form of #.)) @otes G

iii



B/@B< *7009/4/@B!9 @E/@B7'/3 dated as of @ovember 3 #.+) (this 5 *upplemental ndenture 6$3 between 4C'1*1FBC1'01'!B1@3 a corporation duly organied and existing under the laws of the *tate of &ashington (the 5 Company 6$3 and 7"*" ;!@K@!B1@!9 !**1C!B1@3 a national banking association duly organied and existing under the laws of the 7nited *tates3 as Brustee (thBrustee 6$"

'/CB!9* 1F B</ C140!@

&</'/!*3 the Company executed and delivered to Bhe ;ank of @ew ork 4ellon Brust Company3 @"!"3 a national banking

ssociation3 as trustee3 the ndenture3 dated as of 4ay +83 #..2 (the 5 ndenture 6$3 to provide for the issuance of the Company>s debt securthe 5 *ecurities 6$3 to be issued in one or more series3 a First *upplemental ndenture3 dated as of 4ay +83 #..23 a *econd *upplementalndenture3 dated as of *eptember #,3 #.+.3 a Bhird *upplemental ndenture3 dated as of February 23 #.++3 a Fourth *upplemental ndentureated as of @ovember ,3 #.+#3 a Fifth *upplemental ndenture3 dated as of 4ay #3 #.+3 a *ixth *upplemental ndenture3 dated as of 4ay .+3 a *eventh *upplemental ndenture3 dated as of Eecember A3 #.+3 an /ighth *upplemental ndenture3 dated as of Eecember A3 #.+3@inth *upplemental ndenture3 dated as of February +#3 #.+)I

&</'/!*3 pursuant to the terms of the ndenture3 the Company desires to provide for the establishment of seven new series of itsecurities under the ndenture to be known as its 5+"..? @otes due #.+86 (the 5 #.+8 @otes 6$3 5#"...? @otes due #.#.6 (the 5 #.#. @o$3 5#"A).? @otes due #.##6 (the 5 #.## @otes 6$3 5"+#)? @otes due #.#)6 (the 5 #.#) @otes 6$3 5"#..? @otes due #.)6 (the 5 #.)

@otes 6$3 5").? @otes due #.)6 (the 5 #.) @otes 6$ and 5",).? @otes due #.))6 (the 5 #.)) @otes 6 and3 collectively with the #.+8@otes3 the #.#. @otes3 the #.## @otes3 the #.#) @otes3 the #.) @otes and the #.) @otes3 the 5 @otes 6$3 the form and substance and theerms3 provisions and conditions thereof to be set forth as provided in the ndenture and this *upplemental ndentureI

&</'/!*3 the ;oard of Eirectors of the Company by duly adopted resolutions has authoried the proper officers of the Company tmong other things3 determine the terms of the *ecurities to be issued under the ndenture and execute any and all appropriate documentsecessary or appropriate to effect each such issuanceI

&</'/!*3 this *upplemental ndenture is being entered into pursuant to the provisions of *ection 2.+ of the ndentureI

&</'/!*3 the Company has reDuested that the Brustee execute and deliver this *upplemental ndentureI and

&</'/!*3 all things necessary to make this *upplemental ndenture a valid agreement of the Company3 in accordance with its termnd to make the @otes3 when executed by the Company and authenticated and delivered by the Brustee3 the valid obligations of the Companave been performed3 and the execution and delivery of this *upplemental ndenture has been duly authoried in all respects"



@1&3 B</'/F1'/3 B<* *7009/4/@B!9 @E/@B7'/ &B@/**/B<%

For and in consideration of the premises and the purchase of the @otes by the <olders thereof3 and for the purpose of setting forth3 asrovided in the ndenture3 the forms and terms of the @otes3 the Company covenants and agrees3 with the Brustee3 as follows%

ARTIC<E 1

DEFINITIONS

*ection +"+" Eefinition of Berms " 7nless the context otherwise reDuires%

(a$ each term defined in the ndenture has the same meaning when used in this *upplemental ndentureI

(b$ the singular includes the plural3 and vice versa I

(c$ headings are for convenience of reference only and do not affect interpretation"

ARTIC<E 2

TERMS AND CONDITIONS OF NOTES

*ection #"+" Eesignation and 0rincipal !mount "

(a$ Bhere is hereby authoried and established a series of *ecurities under the ndenture3 designated as the 5+"..? @otes due #.+836which is initially limited in aggregate principal amount to =+3,).3...3... (except upon registration of transfer of3 or in exchange for3 or in f3 other #.+8 @otes pursuant to *ection .3 .)3 .A3 2.A or ++., of the ndenture and except for any *ecurities which3 pursuant toection . of the ndenture3 are deemed never to have been authenticated and delivered$"

(b$ Bhere is hereby authoried and established a series of *ecurities under the ndenture3 designated as the 5#"...? @otes due #.#.36which is initially limited in aggregate principal amount to =#3#).3...3... (except upon registration of transfer of3 or in exchange for3 or in f3 other #.#. @otes pursuant to *ection .3 .)3 .A3 2.A or ++., of the ndenture and except for any *ecurities which3 pursuant toection . of the ndenture3 are deemed never to have been authenticated and delivered$"

(c$ Bhere is hereby authoried and established a series of *ecurities under the ndenture3 designated as the 5#"A).? @otes due #.##36which is initially limited in aggregate principal amount to =+3...3...3... (except upon registration of transfer of3 or in exchange for3 or in f3 other #.## @otes pursuant to *ection .3 .)3 .A3 2.A or ++., of the ndenture and except for any *ecurities which3 pursuant toection . of the ndenture3 are deemed never to have been authenticated and delivered$"

(d$ Bhere is hereby authoried and established a series of *ecurities under the ndenture3 designated as the 5"+#)? @otes due #.#)36which is initially limited in aggregate principal amount to =3...3...3... (except upon registration of transfer of3 or in exchange for3

#



r in lieu of3 other #.#) @otes pursuant to *ection .3 .)3 .A3 2.A or ++., of the ndenture and except for any *ecurities which3 pursuanection . of the ndenture3 are deemed never to have been authenticated and delivered$"

(e$ Bhere is hereby authoried and established a series of *ecurities under the ndenture3 designated as the 5"#..? @otes due #.)36which is initially limited in aggregate principal amount to =+3...3...3... (except upon registration of transfer of3 or in exchange for3 or in f3 other #.) @otes pursuant to *ection .3 .)3 .A3 2.A or ++., of the ndenture and except for any *ecurities which3 pursuant toection . of the ndenture3 are deemed never to have been authenticated and delivered$"

(f$ Bhere is hereby authoried and established a series of *ecurities under the ndenture3 designated as the 5").? @otes due #.)36

which is initially limited in aggregate principal amount to =3...3...3... (except upon registration of transfer of3 or in exchange for3 or in f3 other #.) @otes pursuant to *ection .3 .)3 .A3 2.A or ++., of the ndenture and except for any *ecurities which3 pursuant toection . of the ndenture3 are deemed never to have been authenticated and delivered$"

(g$ Bhere is hereby authoried and established a series of *ecurities under the ndenture3 designated as the 5",).? @otes due #.))36which is initially limited in aggregate principal amount to =+3...3...3... (except upon registration of transfer of3 or in exchange for3 or in f3 other #.)) @otes pursuant to *ection .3 .)3 .A3 2.A or ++., of the ndenture and except for any *ecurities which3 pursuant toection . of the ndenture3 are deemed never to have been authenticated and delivered$"

*ection #"#" 4aturity "

(a$ Bhe *tated 4aturity of principal of the #.+8 @otes shall be @ovember 3 #.+8"

(b$ Bhe *tated 4aturity of principal of the #.#. @otes shall be @ovember 3 #.#."

(c$ Bhe *tated 4aturity of principal of the #.## @otes shall be @ovember 3 #.##"

(d$ Bhe *tated 4aturity of principal of the #.#) @otes shall be @ovember 3 #.#)"

(e$ Bhe *tated 4aturity of principal of the #.) @otes shall be @ovember 3 #.)"

(f$ Bhe *tated 4aturity of principal of the #.) @otes shall be @ovember 3 #.)"

(g$ Bhe *tated 4aturity of principal of the #.)) @otes shall be @ovember 3 #.))"



*ection #"" Further ssues " Bhe Company may at any time and from time to time3 without the consent of the <olders of any series of@otes3 issue additional notes of any seriesI provided that such additional notes are fungible for 7"*" federal income tax purposes with theelevant series of @otes" !ny such additional notes shall have the same ranking3 interest rate3 maturity date and other terms as the relevanteries of @otes" !ny such additional notes of a series3 together with the @otes of the relevant series herein provided for3 shall constitute a sieries of *ecurities under the ndenture"

*ection #"" 0ayment " 0rincipal of (and the applicable redemption price3 if any$ and interest on the @otes shall be payable in 7"*" don immediately available funds at the office or agency of the Company maintained for such purpose in @ew ork3 @ew ork3 which shallnitially be at an office of the Brustee located at +.. &all *treet3 @ew ork3 @ew ork +...)I provided 3 however 3 that3 at the option of the

Company3 the Company may pay interest by check mailed to the <older entitled thereto at such <older>s address as it appears on the *ecur'egister at the close of business on the 'egular 'ecord Eate for such <older or by wire transfer to an account appropriately designated by <older to the Company and the BrusteeI and provided 3 further 3 that the Company will pay principal of and interest on3 the @otes in globalorm registered in the name of or held by Bhe Eepository Brust Company (5 EBC 6$ or such other Eepositary as any 1fficer of the Compan

may from time to time designate3 or its respective nominee3 by wire in immediately available funds to such Eepositary or its nominee3 as thase may be3 as the registered holder of such @otes in global form"

*ection #")" Global *ecurities " 7pon the original issuance3 the @otes will be represented by Global *ecurities registered in the name Cede : Co"3 the nominee of EBC" Bhe Company will deposit the Global *ecurities with EBC or its custodian and register the Global *ecurn the name of Cede : Co"

*ection #"A" nterest "

(a$ Bhe #.+8 @otes will bear interest (computed on the basis of a A.-day year consisting of twelve .-day months$ from @ovember .+) at the rate of +"..? per annum3 payable semi-annually in arrears" nterest payable on each nterest 0ayment Eate will include intereccrued from @ovember 3 #.+)3 or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for" Bhenterest 0ayment Eates on which such interest shall be payable are 4ay and @ovember 3 commencing on 4ay 3 #.+AI and the 'egular

'ecord Eate for the interest payable on any nterest 0ayment Eate is the close of business on the !pril +2 or the 1ctober +23 as the case mae3 next preceding the relevant nterest 0ayment Eate"

(b$ Bhe #.#. @otes will bear interest (computed on the basis of a A.-day year consisting of twelve .-day months$ from @ovember .+) at the rate of #"...? per annum3 payable semi-annually in arrears" nterest payable on each nterest 0ayment Eate will include intereccrued from @ovember 3 #.+)3 or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for" Bhenterest 0ayment Eates on which such interest shall be payable are 4ay and @ovember 3 commencing on 4ay 3 #.+AI and the 'egular




(c$ Bhe #.## @otes will bear interest (computed on the basis of a A.-day year consisting of twelve .-day months$ from @ovember .+) at the rate of #"A).? per annum3 payable semi-annually in arrears" nterest payable on each nterest 0ayment Eate will include intereccrued from @ovember 3 #.+)3 or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for" Bhenterest 0ayment Eates on which such interest shall be payable are 4ay and @ovember 3 commencing on 4ay 3 #.+AI and the 'egular


(d$ Bhe #.#) @otes will bear interest (computed on the basis of a A.-day year consisting of twelve .-day months$ from @ovember .+) at the rate of "+#)? per annum3 payable semi-annually in arrears" nterest payable on each nterest 0ayment Eate will include intere

ccrued from @ovember 3 #.+)3 or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for" Bhenterest 0ayment Eates on which such interest shall be payable are 4ay and @ovember 3 commencing on 4ay 3 #.+AI and the 'egular


(e$ Bhe #.) @otes will bear interest (computed on the basis of a A.-day year consisting of twelve .-day months$ from @ovember .+) at the rate of "#..? per annum3 payable semi-annually in arrears" nterest payable on each nterest 0ayment Eate will include intereccrued from @ovember 3 #.+)3 or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for" Bhenterest 0ayment Eates on which such interest shall be payable are 4ay and @ovember 3 commencing on 4ay 3 #.+AI and the 'egular


(f$ Bhe #.) @otes will bear interest (computed on the basis of a A.-day year consisting of twelve .-day months$ from @ovember

.+) at the rate of ").? per annum3 payable semi-annually in arrears" nterest payable on each nterest 0ayment Eate will include intereccrued from @ovember 3 #.+)3 or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for" Bhenterest 0ayment Eates on which such interest shall be payable are 4ay and @ovember 3 commencing on 4ay 3 #.+AI and the 'egular


(g$ Bhe #.)) @otes will bear interest (computed on the basis of a A.-day year consisting of twelve .-day months$ from @ovember .+) at the rate of ",).? per annum3 payable semi-annually in arrears" nterest payable on each nterest 0ayment Eate will include intereccrued from @ovember 3 #.+)3 or from the most recent nterest 0ayment Eate

)



o which interest has been paid or duly provided for" Bhe nterest 0ayment Eates on which such interest shall be payable are 4ay and@ovember 3 commencing on 4ay 3 #.+AI and the 'egular 'ecord Eate for the interest payable on any nterest 0ayment Eate is the closeusiness on the !pril +2 or the 1ctober +23 as the case may be3 next preceding the relevant nterest 0ayment Eate"

*ection #"," !uthoried Eenominations " Bhe @otes shall be issuable in denominations of =#3... and integral multiples of =+3... inxcess thereof"

*ection #"8" 'edemption and *inking Fund " Bhe @otes shall not be redeemable at the option of the Company or at the option of the<olders except as set forth in the @otes" Bhe @otes shall not be entitled to the benefit of any sinking fund"

*ection #"2" 'anking " Bhe @otes shall be senior unsecured debt securities of the Company3 ranking eDually with the Company>s othensecured and unsubordinated debt"

*ection #"+." !ppointments " Bhe Brustee will be the Brustee3 the initial *ecurity 'egistrar and the initial 0aying !gent for the @otesnder the ndenture3 as supplemented by this *upplemental ndenture"

*ection #"++" Eefeasance " Bhe Company may elect3 at its option at any time3 pursuant to *ection +.+ of the ndenture3 to haveection +.# or *ection +. of the ndenture3 or both3 apply to the #.+8 @otes3 the #.#. @otes3 the #.## @otes3 the #.#) @otes3 the #.)

@otes3 the #.) @otes or the #.)) @otes3 or all3 or any principal amount thereof"

ARTIC<E 3

FORM OF NOTES

*ection "+" Form of @otes " Bhe @otes and the Brustee>s Certificate of !uthentication to be endorsed thereon are to be substantially iorms set forth in /xhibits !3 ;3 C3 E3 /3 F and G hereto"

1'G@!9 **7/ 1F @1B/*

*ection "#" 1riginal ssue of @otes " Bhe @otes may3 upon execution of this *upplemental ndenture3 be executed by the Company anelivered to the Brustee for authentication3 and the Brustee shall3 upon Company 1rder3 authenticate and deliver such @otes as in such

Company 1rder provided"

ARTIC<E 4

MISCE<<ANEOUS

*ection "+" 'atification of ndenture " Bhe ndenture3 as supplemented by this *upplemental ndenture3 is in all respects ratified3onfirmed and binding upon the parties hereto3 and this *upplemental ndenture shall be deemed part of the ndenture in the manner and toxtent herein and therein providedI provided 3 however 3 that the provisions of this *upplemental ndenture shall apply solely with respect t

@otes"

A



*ection "#" Brustee @ot 'esponsible for 'ecitals " Bhe recitals herein contained are made by the Company and not by the Brustee3 anhe Brustee assumes no responsibility for the correctness thereof" Bhe Brustee makes no representation as to the validity or sufficiency of thupplemental ndenture"

*ection "" Governing 9aw " Bhis *upplemental ndenture and each @ote shall be governed by3 and construed in accordance with3 thaws of the *tate of @ew ork"

*ection "" *eparability " n case any one or more of the provisions contained in the ndenture3 this *upplemental ndenture or the @ohall for any reason be held to be invalid3 illegal or unenforceable in any respect3 such invalidity3 illegality or unenforceability shall not affe

ny other provisions of the ndenture3 this *upplemental ndenture or the @otes3 but the ndenture3 this *upplemental ndenture and the @othall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein"

*ection ")" Counterparts " Bhis *upplemental ndenture may be executed in any number of counterparts each of which shall be anriginalI but such counterparts shall together constitute but one and the same instrument"

M Signature page follows N

,



@ &B@/** &</'/1F3 the parties hereto have caused this *upplemental ndenture to be duly executed3 all as of the day and year bove written"

4C'1*1FB C1'01'!B1@

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7"*" ;!@K @!B1@!9 !**1C!B1@3as Brustee

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M*ignature 0age to Benth *upplemental ndentureN



EXHI=

FORM OF 1300 NOTE DUE 2018

UN<ESS THIS CERTIFICATE IS PRESENTED =@ AN AUTHORI:ED REPRESENTATI?E OF THE DEPOSITOR@ TRUCOMPAN@, A NEW @ORK CORPORATION (B DTC , NEW @ORK, NEW @ORK, TO THE COMPAN@ OR ITS AGENT FORREGISTRATION OF TRANSFER, EXCHANGE OR PA@MENT, AND AN@ CERTIFICATE ISSUED IS REGISTERED IN THENAME OF CEDE CO OR IN SUCH OTHER NAME AS IS REUESTED =@ AN AUTHORI:ED REPRESENTATI?E OF DTAND AN@ PA@MENT IS MADE TO CEDE CO OR TO SUCH OTHER ENTIT@ AS IS REUESTED =@ AN AUTHORI:ED

REPRESENTATI?E OF DTC, AN@ TRANSFER, P<EDGE OR OTHER USE HEREOF FOR ?A<UE OR OTHERWISE =@ ORAN@ PERSON IS WRONGFU< INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE CO, HAS AN INTERESTHEREIN

TRANSFERS OF THIS G<O=A< SECURIT@ SHA<< =E <IMITED TO TRANSFERS IN WHO<E, =UT NOT IN PART, TNOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR;S NOMINEE AND TRANSFERS OFPORTIONS OF THIS G<O=A< SECURIT@ SHA<< =E <IMITED TO TRANSFERS MADE IN ACCORDANCE WITH THERESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE RE?ERSE HEREOF

THIS NOTE IS A G<O=A< SECURIT@ WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND REGISTERED IN THE NAME OF A DEPOSITAR@ OR A NOMINEE THEREOF THIS NOTE MA@ NOT =E EXCHANGED INWHO<E OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHO<E OR IN PART MA@ =EREGISTERED, IN THE NAME OF AN@ PERSON OTHER THAN SUCH DEPOSITAR@ OR A NOMINEE THEREOF, EXCEPT

THE <IMITED CIRCUMSTANCES DESCRI=ED IN THE INDENTURE


1300 N$"#* # 2018

C7*0 @o"% )22+8;F.*@% 7*)22+8;F.)

@o" !-MPN

4C'1*1FB C1'01'!B1@3 a corporation duly incorporated under the laws of the *tate of &ashington (herein called the 5 Comp

6 which term includes any successor 0erson under the ndenture hereinafter referred to$3 for value received3 hereby promises to pay toC/E/ : C1"3 or registered assigns3 the principal sum of =MPN (MPN E199!'*$ on @ovember 3 #.+83 and to pay interest thereon from@ovember 3 #.+) or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for3 semi-annually on 4nd

!-+



@ovember of each year3 commencing on 4ay 3 #.+A3 at the rate of +"..? per annum3 until the principal hereof is paid or made availabor paymentI provided that any principal and premium3 and any such installment of interest3 which is overdue shall bear interest at the rate "..? per annum (to the extent permitted by applicable law$3 from the dates such amounts are due until they are paid or made available foayment3 and such interest shall be payable on demand" Bhe interest so payable3 and punctually paid or duly provided for3 on any nterestayment Eate will3 as provided in such ndenture3 be paid to the 0erson in whose name this @ote (or one or more 0redecessor *ecurities$ isegistered at the close of business on the 'egular 'ecord Eate for such interest3 which shall be the !pril +2 or the 1ctober +2 (whether or n

;usiness Eay$3 as the case may be3 next preceding such nterest 0ayment Eate" !ny such interest not so punctually paid or duly provided fowill forthwith cease to be payable to the <older on such 'egular 'ecord Eate and may either be paid to the 0erson in whose name this @otne or more 0redecessor *ecurities$ is registered at the close of business on a 5 *pecial 'ecord Eate 6 for the payment of such Eefaulted

nterest to be fixed by the Brustee3 notice whereof shall be given to <olders of @otes of this series not less than +. days prior to such *peci'ecord Eate3 or be paid at any time in any other lawful manner not inconsistent with the reDuirements of any securities exchange on which@otes of this series may be listed3 and upon such notice as may be reDuired by such exchange3 all as more fully provided in the ndenture"

'eference is hereby made to the further provisions of this @ote set forth on the reverse hereof3 which further provisions shall for allurposes have the same effect as if set forth at this place"

7nless the certificate of authentication hereon has been executed by the Brustee referred to on the reverse hereof by manual signature@ote shall not be entitled to any benefit under the ndenture or be valid or obligatory for any purpose"

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@ &B@/** &</'/1F3 the Company has caused this @ote to be duly executed"

Eated% @ovember 3 #.+)

4C'1*1FB C1'01'!B1@

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Bhis @ote is one of the *ecurities of the series designated therein referred to in the within-mentioned ndenture"


7"*" ;!@K @!B1@!9 !**1C!B1@3

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RE?ERSE OF NOTE

Bhis @ote is one of a duly authoried issue of securities of the Company (herein called the 5 @otes 6$3 issued under an ndenture3 datef 4ay +83 #..23 between the Company and Bhe ;ank of @ew ork 4ellon Brust Company3 @"!"3 as trustee3 and a tenth supplementalndenture relating to such series dated as of @ovember 3 #.+) (herein3 collectively called the 5 ndenture 36 which term shall have the meassigned to it in such instrument$3 between the Company and 7"*" ;ank @ational !ssociation3 as Brustee (herein called the 5 Brustee 36 whierm includes any successor trustee under the ndenture$3 and reference is hereby made to the ndenture for a statement of the respective rigimitations of rights3 duties and immunities thereunder of the Company3 the Brustee and the <olders of the *ecurities and of the terms upon

which the @otes are3 and are to be3 authenticated and delivered" Bhis @ote is one of the series designated on the face hereof3 such series init

imited in aggregate principal amount to =+3,).3...3...I provided that the Company may at any time and from time to time3 without theonsent of any <older3 issue additional @otes of this series"

Bhe @otes of this series are not redeemable at the option of the <olders"

!t any time prior to @ovember 3 #.+83 the @otes shall be redeemable in whole or in part3 at any time or from time to time3 at theCompany>s option3 on at least . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to bedeemed3 at a redemption price (the 5 4ake-&hole 'edemption 0rice 6$3 calculated by the Company3 eDual to the greater of (+$ +..? of trincipal amount of the @otes to be redeemed and (#$ the sum of the present values of each remaining scheduled payment of principal andnterest on the @otes to be redeemed (exclusive of interest accrued to the 'edemption Eate$ discounted to the 'edemption Eate on aemiannual basis (assuming a A.-day year consisting of twelve .-day months$ at the Breasury 'ate plus ) basis points"

Bhe 4ake-&hole 'edemption 0rice for any @otes redeemed pursuant to the immediately preceding paragraph shall include accrued a

npaid interest on the principal amount of such @otes to the 'edemption Eate"

For purposes of calculating the 4ake-&hole 'edemption 0rice3 the following terms shall have the following specified meanings%

5 Comparable Breasury ssue 6 means the 7nited *tates Breasury security or securities selected by an ndependent nvestment ;ankeraving an actual or interpolated maturity comparable to the remaining term of the @otes that would be utilied3 at the time of selection and ccordance with customary financial practice3 in pricing new issues of corporate debt securities of a comparable maturity to the remaining f the @otes"

5 Comparable Breasury 0rice 6 means3 with respect to any 'edemption Eate (!$ the arithmetic average of the 'eference Breasury EeJuotations for such 'edemption Eate3 after excluding the highest and lowest such 'eference Breasury Eealer Juotations or (;$ if theCompany obtains fewer than four such 'eference Breasury Eealer Juotations3 the arithmetic average of all such Duotations for such'edemption Eate"

!-)



5 ndependent nvestment ;anker 6 means one of the 'eference Breasury Eealers appointed by the Company"

5 'eference Breasury Eealer 6 means "0" 4organ *ecurities 99C and 4errill 9ynch3 0ierce3 Fenner : *mith ncorporated3 or theirespective affiliates3 which are primary 7"*" government securities dealers in the 7nited *tates of !merica and their respective successors pwo other primary 7"*" government securities dealers in the 7nited *tates of !merica designated by the CompanyI provided 3 however 3 thany of the foregoing shall cease to be a primary 7"*" government securities dealer in the 7nited *tates of !merica (a 5 0rimary Breasury E$3 the Company shall substitute therefor another 0rimary Breasury Eealer"

5 'eference Breasury Eealer Juotation 6 means3 with respect to each 'eference Breasury Eealer and any 'edemption Eate3 the arithm

verage3 as determined by the Company3 of the bid and asked prices for the applicable Comparable Breasury ssue (expressed in each case aercentage of its principal amount$ Duoted in writing to the Company by such 'eference Breasury Eealer at %. p"m" (@ew ork City timehe third ;usiness Eay preceding such 'edemption Eate"

5 Breasury 'ate 6 means3 with respect to any 'edemption Eate3 the rate per annum eDual to the semiannual eDuivalent yield to maturinterpolated maturity (on a day count basis$ of the applicable Comparable Breasury ssue3 assuming a price for such Comparable Breasury expressed as a percentage of its principal amount$ eDual to the applicable Comparable Breasury 0rice for such 'edemption Eate"

Bhe provisions of !rticle of the ndenture shall apply to any redemption of the @otes"

Bhe @otes of this series are not entitled to the benefit of any sinking fund"

Bhe ndenture contains provisions for defeasance at any time of the entire indebtedness of the @otes of this series or certain restrictiv

ovenants and /vents of Eefault with respect to such @otes3 in each case upon compliance with certain conditions set forth in the ndenture

f an /vent of Eefault with respect to @otes of this series shall occur and be continuing3 the principal of such @otes may be declared3 hall immediately become3 due and payable in the manner and with the effect provided in the ndenture"

Bhe ndenture permits3 with certain exceptions as therein provided3 the amendment thereof and the modification of the rights andbligations of the Company and the rights of the <olders of the @otes of each series to be affected under the ndenture at any time by the

Company and the Brustee with the consent of the <olders of a maHority in aggregate principal amount of the @otes at the time 1utstanding ach series to be affected" Bhe ndenture also contains provisions permitting the <olders of specified percentages in aggregate principal amf the @otes of each series at the time 1utstanding3 on behalf of the <olders of all @otes of such series3 to waive compliance by the Compa

with certain provisions of the ndenture and certain past defaults under the ndenture and their conseDuences" !ny such consent or waiver b

!-A



he <olders of @otes of this series shall be conclusive and binding upon such <olders and upon all future <olders of this @ote and of any @ssued upon the registration of transfer hereof or in exchange herefor or in lieu hereof3 whether or not notation of such consent or waiver is

made upon this @ote"

!s provided in and subHect to the provisions of the ndenture3 the <olders of the @otes of this series shall not have the right to institutny proceeding with respect to the ndenture or for the appointment of a receiver or trustee or for any other remedy thereunder3 unless such

<older shall have previously given the Brustee written notice of a continuing /vent of Eefault with respect to the @otes of this series3 the<olders of not less than #)? in aggregate principal amount of the @otes of this series at the time 1utstanding shall have made written reDuo the Brustee to institute proceedings in respect of such /vent of Eefault as Brustee and offered the Brustee reasonable indemnity3 and the

Brustee shall not have received from the <olders of a maHority in aggregate principal amount of such @otes at the time 1utstanding a directnconsistent with such reDuest3 and shall have failed to institute any such proceeding3 for A. days after receipt of such notice3 reDuest and off indemnity" Bhe foregoing shall not apply to any suit instituted by the <older of this @ote for the enforcement of any payment of principaereof or any premium or interest hereon on or after the respective due dates expressed herein"

@o reference herein to the ndenture and no provision of this @ote or of the ndenture shall alter or impair the obligation of the Compwhich is absolute and unconditional3 to pay the principal of and any premium and interest on this @ote at the times3 place and rate3 and in thoin or currency3 herein prescribed"

!s provided in the ndenture and subHect to certain limitations therein set forth3 the transfer of this @ote is registrable in the *ecurity'egister3 upon surrender of this @ote for registration of transfer at the office or agency of the Company in any place where the principal of ny premium and interest on this @ote are payable3 duly endorsed by3 or accompanied by a written instrument of transfer in form satisfactohe Company and the *ecurity 'egistrar duly executed by3 the <older hereof or his attorney duly authoried in writing3 and thereupon one o

more new @otes of this series and of like tenor3 of authoried denominations and for the same aggregate principal amount3 will be issued toesignated transferee or transferees"

Bhe @otes of this series are issuable only in registered form without coupons in denominations of =#3... and integral multiples of =+n excess thereof" !s provided in the ndenture and subHect to certain limitations therein set forth3 @otes of this series are exchangeable for aike principal amount of @otes of this series and of like tenor of a different authoried denomination3 as reDuested by the <older surrenderihe same"

@o service charge shall be made for any such registration of transfer or exchange3 but the Company may reDuire payment of a sumufficient to cover any tax or other governmental charge payable in connection therewith"

0rior to due presentment of this @ote for registration of transfer3 the Company3 the Brustee and any agent of the Company or the Brustmay treat the 0erson in whose name this @ote is registered as the owner hereof for all purposes3 whether or not this @ote be overdue3 and

either the Company3 the Brustee nor any such agent shall be affected by notice to the contrary"!-,



Bhis @ote is a Global *ecurity and is subHect to the provisions of the ndenture relating to Global *ecurities3 including the limitations ection .) thereof on transfers and exchanges of Global *ecurities"

Bhis @ote and the ndenture shall be governed by3 and construed in accordance with3 the laws of the *tate of @ew ork"

!ll terms used in this @ote which are defined in the ndenture shall have the meanings assigned to them in the ndenture"

!-8



EXHI=








2000 N$"#* # 2020

C7*0 @o"% )22+8;G8*@% 7*)22+8;G8,

@o" !-MPN


6 which term includes any successor 0erson under the ndenture hereinafter referred to$3 for value received3 hereby promises to pay toC/E/ : C1"3 or registered assigns3 the principal sum of =MPN (MPN E199!'*$ on @ovember 3 #.#.3 and to pay interest thereon from@ovember 3 #.+) or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for3 semi-annually on 4nd @ovember of each year3 commencing on 4ay 3 #.+A3 at the rate of #"...? per annum3 until

;-+



he principal hereof is paid or made available for paymentI provided that any principal and premium3 and any such installment of interest3which is overdue shall bear interest at the rate of #"...? per annum (to the extent permitted by applicable law$3 from the dates such amounre due until they are paid or made available for payment3 and such interest shall be payable on demand" Bhe interest so payable3 andunctually paid or duly provided for3 on any nterest 0ayment Eate will3 as provided in such ndenture3 be paid to the 0erson in whose namhis @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on the 'egular 'ecord Eate for such interest3 which e the !pril +2 or the 1ctober +2 (whether or not a ;usiness Eay$3 as the case may be3 next preceding such nterest 0ayment Eate" !ny sucnterest not so punctually paid or duly provided for will forthwith cease to be payable to the <older on such 'egular 'ecord Eate and mayither be paid to the 0erson in whose name this @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on a 5 *p

'ecord Eate 6 for the payment of such Eefaulted nterest to be fixed by the Brustee3 notice whereof shall be given to <olders of @otes of th

eries not less than +. days prior to such *pecial 'ecord Eate3 or be paid at any time in any other lawful manner not inconsistent with theeDuirements of any securities exchange on which the @otes of this series may be listed3 and upon such notice as may be reDuired by suchxchange3 all as more fully provided in the ndenture"



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4C'1*1FB C1'01'!B1@

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7"*" ;!@K @!B1@!9 !**1C!B1@3as Brustee

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RE?ERSE OF NOTE



imited in aggregate principal amount to =#3#).3...3...I provided that the Company may at any time and from time to time3 without theonsent of any <older3 issue additional @otes of this series"


!t any time prior to 1ctober 3 #.#.3 the @otes shall be redeemable in whole or in part3 at any time or from time to time3 at theCompany>s option3 on at least . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to bedeemed3 at a redemption price (the 5 4ake-&hole 'edemption 0rice 6$3 calculated by the Company3 eDual to the greater of (+$ +..? of trincipal amount of the @otes to be redeemed and (#$ the sum of the present values of each remaining scheduled payment of principal andnterest on the @otes to be redeemed (exclusive of interest accrued to the 'edemption Eate$ discounted to the 'edemption Eate on aemiannual basis (assuming a A.-day year consisting of twelve .-day months$ at the Breasury 'ate plus ,") basis points"

!t any time on or after 1ctober 3 #.#.3 the @otes shall be redeemable in whole or in part3 at any time3 at the Company>s option3 on a

east . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to be redeemed3 at a redemptrice (the 5 Final 'edemption 0rice 6 and3 together with the 4ake-&hole 'edemption 0rice3 the 5 'edemption 0rice 6$ eDual to +..? of thrincipal amount of the @otes to be redeemed"

Bhe 'edemption 0rice for any @otes redeemed pursuant to the two preceding paragraphs shall include accrued and unpaid interest onrincipal amount of such @otes to the 'edemption Eate"



;-)





5 'eference Breasury Eealer 6 means "0" 4organ *ecurities 99C and 4errill 9ynch3 0ierce3 Fenner : *mith ncorporated3 or theirespective affiliates3 which are primary 7"*" government securities dealers in the 7nited *tates of !merica and their respective successors p

wo other primary 7"*" government securities dealers in the 7nited *tates of !merica designated by the CompanyI provided 3 however 3 thany of the foregoing shall cease to be a primary 7"*" government securities dealer in the 7nited *tates of !merica (a 5 0rimary Breasury E$3 the Company shall substitute therefor another 0rimary Breasury Eealer"

5 'eference Breasury Eealer Juotation 6 means3 with respect to each 'eference Breasury Eealer and any 'edemption Eate3 the arithmverage3 as determined by the Company3 of the bid and asked prices for the applicable Comparable Breasury ssue (expressed in each case aercentage of its principal amount$ Duoted in writing to the Company by such 'eference Breasury Eealer at %. p"m" (@ew ork City timehe third ;usiness Eay preceding such 'edemption Eate"




Bhe ndenture contains provisions for defeasance at any time of the entire indebtedness of the @otes of this series or certain restrictivovenants and /vents of Eefault with respect to such @otes3 in each case upon compliance with certain conditions set forth in the ndenture



Company and the Brustee with the consent of the <olders of a maHority in aggregate principal amount of the @otes at the time 1utstanding

ach series to be affected" Bhe ndenture also contains provisions permitting the <olders of specified percentages in aggregate principal

;-A



mount of the @otes of each series at the time 1utstanding3 on behalf of the <olders of all @otes of such series3 to waive compliance by theCompany with certain provisions of the ndenture and certain past defaults under the ndenture and their conseDuences" !ny such consent owaiver by the <olders of @otes of this series shall be conclusive and binding upon such <olders and upon all future <olders of this @ote anny @ote issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof3 whether or not notation of such consent or

waiver is made upon this @ote"


<older shall have previously given the Brustee written notice of a continuing /vent of Eefault with respect to the @otes of this series3 the

<olders of not less than #)? in aggregate principal amount of the @otes of this series at the time 1utstanding shall have made written reDuo the Brustee to institute proceedings in respect of such /vent of Eefault as Brustee and offered the Brustee reasonable indemnity3 and the



!s provided in the ndenture and subHect to certain limitations therein set forth3 the transfer of this @ote is registrable in the *ecurity'egister3 upon surrender of this @ote for registration of transfer at the office or agency of the Company in any place where the principal of

ny premium and interest on this @ote are payable3 duly endorsed by3 or accompanied by a written instrument of transfer in form satisfactohe Company and the *ecurity 'egistrar duly executed by3 the <older hereof or his attorney duly authoried in writing3 and thereupon one o




;-,



0rior to due presentment of this @ote for registration of transfer3 the Company3 the Brustee and any agent of the Company or the Brustmay treat the 0erson in whose name this @ote is registered as the owner hereof for all purposes3 whether or not this @ote be overdue3 andeither the Company3 the Brustee nor any such agent shall be affected by notice to the contrary"




;-8



EXHI=








250 N$"#* # 2022

C7*0 @o"% )22+8;<A*@% 7*)22+8;<A.

@o" !-MPN


6 which term includes any successor 0erson under the ndenture hereinafter referred to$3 for value received3 hereby promises to pay toC/E/ : C1"3 or registered assigns3 the principal sum of =MPN (MPN E199!'*$ on @ovember 3 #.##3 and to pay interest thereon from@ovember 3 #.+) or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for3 semi-annually on 4nd @ovember of each year3 commencing on 4ay 3 #.+A3 at the rate of #"A).? per annum3 until

C-+



he principal hereof is paid or made available for paymentI provided that any principal and premium3 and any such installment of interest3which is overdue shall bear interest at the rate of #"A).? per annum (to the extent permitted by applicable law$3 from the dates such amounre due until they are paid or made available for payment3 and such interest shall be payable on demand" Bhe interest so payable3 andunctually paid or duly provided for3 on any nterest 0ayment Eate will3 as provided in such ndenture3 be paid to the 0erson in whose namhis @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on the 'egular 'ecord Eate for such interest3 which e the !pril +2 or the 1ctober +2 (whether or not a ;usiness Eay$3 as the case may be3 next preceding such nterest 0ayment Eate" !ny sucnterest not so punctually paid or duly provided for will forthwith cease to be payable to the <older on such 'egular 'ecord Eate and mayither be paid to the 0erson in whose name this @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on a 5 *p





C-#





4C'1*1FB C1'01'!B1@

;y%

C-





7"*" ;!@K @!B1@!9 !**1C!B1@3

;y%

C-



RE?ERSE OF NOTE



imited in aggregate principal amount to =+3...3...3...I provided that the Company may at any time and from time to time3 without theonsent of any <older3 issue additional @otes of this series"


!t any time prior to *eptember 3 #.##3 the @otes shall be redeemable in whole or in part3 at any time or from time to time3 at theCompany>s option3 on at least . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to bedeemed3 at a redemption price (the 5 4ake-&hole 'edemption 0rice 6$3 calculated by the Company3 eDual to the greater of (+$ +..? of trincipal amount of the @otes to be redeemed and (#$ the sum of the present values of each remaining scheduled payment of principal andnterest on the @otes to be redeemed (exclusive of interest accrued to the 'edemption Eate$ discounted to the 'edemption Eate on aemiannual basis (assuming a A.-day year consisting of twelve .-day months$ at the Breasury 'ate plus +#") basis points"

!t any time on or after *eptember 3 #.##3 the @otes shall be redeemable in whole or in part3 at any time3 at the Company>s option3 o





C-)
















C-A















C-,







C-8



EXHI=








3125 N$"#* # 2025

C7*0 @o"% )22+8;#*@% 7*)22+8;#,

@o" !-MPN


6 which term includes any successor 0erson under the ndenture hereinafter referred to$3 for value received3 hereby promises to pay toC/E/ : C1"3 or registered assigns3 the principal sum of =MPN (MPN E199!'*$ on @ovember 3 #.#)3 and to pay interest thereon from@ovember 3 #.+) or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for3 semi-annually on 4nd @ovember of each year3 commencing on 4ay 3 #.+A3 at the rate of "+#)? per annum3 until



he principal hereof is paid or made available for paymentI provided that any principal and premium3 and any such installment of interest3which is overdue shall bear interest at the rate of "+#)? per annum (to the extent permitted by applicable law$3 from the dates such amounre due until they are paid or made available for payment3 and such interest shall be payable on demand" Bhe interest so payable3 andunctually paid or duly provided for3 on any nterest 0ayment Eate will3 as provided in such ndenture3 be paid to the 0erson in whose namhis @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on the 'egular 'ecord Eate for such interest3 which e the !pril +2 or the 1ctober +2 (whether or not a ;usiness Eay$3 as the case may be3 next preceding such nterest 0ayment Eate" !ny sucnterest not so punctually paid or duly provided for will forthwith cease to be payable to the <older on such 'egular 'ecord Eate and mayither be paid to the 0erson in whose name this @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on a 5 *p









4C'1*1FB C1'01'!B1@

;y%

M*ignature 0age to #.#) @ote - !-+N





7"*" ;!@K @!B1@!9 !**1C!B1@3

;y%

M*ignature 0age to #.#) @ote - !-+N



RE?ERSE OF NOTE



imited in aggregate principal amount to =3...3...3...I provided that the Company may at any time and from time to time3 without theonsent of any <older3 issue additional @otes of this series"


!t any time prior to !ugust 3 #.#)3 the @otes shall be redeemable in whole or in part3 at any time or from time to time3 at the Compaption3 on at least . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to be redeemededemption price (the 5 4ake-&hole 'edemption 0rice 6$3 calculated by the Company3 eDual to the greater of (+$ +..? of the principal amf the @otes to be redeemed and (#$ the sum of the present values of each remaining scheduled payment of principal and interest on the @oo be redeemed (exclusive of interest accrued to the 'edemption Eate$ discounted to the 'edemption Eate on a semiannual basis (assumingA.-day year consisting of twelve .-day months$ at the Breasury 'ate plus +) basis points"

!t any time on or after !ugust 3 #.#)3 the @otes shall be redeemable in whole or in part3 at any time3 at the Company>s option3 on at





E-+
















E-#















E-



EXHI=








4200 N$"#* # 2035

C7*0 @o"% )22+8;K2*@% 7*)22+8;K22

@o" !-MPN


6 which term includes any successor 0erson under the ndenture hereinafter referred to$3 for value received3 hereby promises to pay toC/E/ : C1"3 or registered assigns3 the principal sum of =MPN (MPN E199!'*$ on @ovember 3 #.)3 and to pay interest thereon from@ovember 3 #.+) or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for3 semi-annually on 4nd @ovember of each year3 commencing on 4ay 3 #.+A3 at the rate of "#..? per annum3 until



he principal hereof is paid or made available for paymentI provided that any principal and premium3 and any such installment of interest3which is overdue shall bear interest at the rate of "#..? per annum (to the extent permitted by applicable law$3 from the dates such amounre due until they are paid or made available for payment3 and such interest shall be payable on demand" Bhe interest so payable3 andunctually paid or duly provided for3 on any nterest 0ayment Eate will3 as provided in such ndenture3 be paid to the 0erson in whose namhis @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on the 'egular 'ecord Eate for such interest3 which e the !pril +2 or the 1ctober +2 (whether or not a ;usiness Eay$3 as the case may be3 next preceding such nterest 0ayment Eate" !ny sucnterest not so punctually paid or duly provided for will forthwith cease to be payable to the <older on such 'egular 'ecord Eate and mayither be paid to the 0erson in whose name this @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on a 5 *p









4C'1*1FB C1'01'!B1@

;y%

M*ignature 0age to #.) @ote - !-+N





7"*" ;!@K @!B1@!9 !**1C!B1@3

;y%




RE?ERSE OF NOTE





!t any time prior to 4ay 3 #.)3 the @otes shall be redeemable in whole or in part3 at any time or from time to time3 at the Companyption3 on at least . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to be redeemededemption price (the 5 4ake-&hole 'edemption 0rice 6$3 calculated by the Company3 eDual to the greater of (+$ +..? of the principal amf the @otes to be redeemed and (#$ the sum of the present values of each remaining scheduled payment of principal and interest on the @oo be redeemed (exclusive of interest accrued to the 'edemption Eate$ discounted to the 'edemption Eate on a semiannual basis (assumingA.-day year consisting of twelve .-day months$ at the Breasury 'ate plus #. basis points"

!t any time on or after 4ay 3 #.)3 the @otes shall be redeemable in whole or in part3 at any time3 at the Company>s option3 on at le

. days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to be redeemed3 at a redemption pthe 5 Final 'edemption 0rice 6 and3 together with the 4ake-&hole 'edemption 0rice3 the 5 'edemption 0rice 6$ eDual to +..? of therincipal amount of the @otes to be redeemed"




/-+
















/-#















/-



EXHI=








4450 N$"#* # 2045

C7*0 @o"% )22+8;9,*@% 7*)22+8;9,#

@o" !-MPN


6 which term includes any successor 0erson under the ndenture hereinafter referred to$3 for value received3 hereby promises to pay toC/E/ : C1"3 or registered assigns3 the principal sum of =MPN (MPN E199!'*$ on @ovember 3 #.)3 and to pay interest thereon from@ovember 3 #.+) or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for3 semi-annually on 4nd @ovember of each year3 commencing on 4ay 3 #.+A3 at the rate of ").? per annum3 until



he principal hereof is paid or made available for paymentI provided that any principal and premium3 and any such installment of interest3which is overdue shall bear interest at the rate of ").? per annum (to the extent permitted by applicable law$3 from the dates such amounre due until they are paid or made available for payment3 and such interest shall be payable on demand" Bhe interest so payable3 andunctually paid or duly provided for3 on any nterest 0ayment Eate will3 as provided in such ndenture3 be paid to the 0erson in whose namhis @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on the 'egular 'ecord Eate for such interest3 which e the !pril +2 or the 1ctober +2 (whether or not a ;usiness Eay$3 as the case may be3 next preceding such nterest 0ayment Eate" !ny sucnterest not so punctually paid or duly provided for will forthwith cease to be payable to the <older on such 'egular 'ecord Eate and mayither be paid to the 0erson in whose name this @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on a 5 *p









4C'1*1FB C1'01'!B1@

;y%






7"*" ;!@K @!B1@!9 !**1C!B1@3as Brustee

;y%




RE?ERSE OF NOTE



imited in aggregate principal amount to =3...3...3...I provided that the Company may at any time and from time to time3 without theonsent of any <older3 issue additional @otes of this series"


!t any time prior to 4ay 3 #.)3 the @otes shall be redeemable in whole or in part3 at any time or from time to time3 at the Companyption3 on at least . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to be redeemededemption price (the 5 4ake-&hole 'edemption 0rice 6$3 calculated by the Company3 eDual to the greater of (+$ +..? of the principal amf the @otes to be redeemed and (#$ the sum of the present values of each remaining scheduled payment of principal and interest on the @oo be redeemed (exclusive of interest accrued to the 'edemption Eate$ discounted to the 'edemption Eate on a semiannual basis (assumingA.-day year consisting of twelve .-day months$ at the Breasury 'ate plus #) basis points"

!t any time on or after 4ay 3 #.)3 the @otes shall be redeemable in whole or in part3 at any time3 at the Company>s option3 on at le







EXHI=








4650 N$"#* # 2055

C7*0 @o"% )22+8;4)*@% 7*)22+8;4))

@o" !-MPN


6 which term includes any successor 0erson under the ndenture hereinafter referred to$3 for value received3 hereby promises to pay toC/E/ : C1"3 or registered assigns3 the principal sum of =MPN (MPN E199!'*$ on @ovember 3 #.))3 and to pay interest thereon from@ovember 3 #.+) or from the most recent nterest 0ayment Eate to which interest has been paid or duly provided for3 semi-annually on 4nd @ovember of each year3 commencing on 4ay 3 #.+A3 at the rate of ",).? per annum3 until



he principal hereof is paid or made available for paymentI provided that any principal and premium3 and any such installment of interest3which is overdue shall bear interest at the rate of ",).? per annum (to the extent permitted by applicable law$3 from the dates such amounre due until they are paid or made available for payment3 and such interest shall be payable on demand" Bhe interest so payable3 andunctually paid or duly provided for3 on any nterest 0ayment Eate will3 as provided in such ndenture3 be paid to the 0erson in whose namhis @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on the 'egular 'ecord Eate for such interest3 which e the !pril +2 or the 1ctober +2 (whether or not a ;usiness Eay$3 as the case may be3 next preceding such nterest 0ayment Eate" !ny sucnterest not so punctually paid or duly provided for will forthwith cease to be payable to the <older on such 'egular 'ecord Eate and mayither be paid to the 0erson in whose name this @ote (or one or more 0redecessor *ecurities$ is registered at the close of business on a 5 *p









4C'1*1FB C1'01'!B1@

;y%

M*ignature 0age to #.)) @ote - !-+N





7"*" ;!@K @!B1@!9 !**1C!B1@3

;y%

M*ignature 0age to #.)) @ote - !-+N



RE?ERSE OF NOTE





!t any time prior to 4ay 3 #.))3 the @otes shall be redeemable in whole or in part3 at any time or from time to time3 at the Companyption3 on at least . days> but not more than A. days> prior notice mailed to the registered address of each <older of @otes to be redeemededemption price (the 5 4ake-&hole 'edemption 0rice 6$3 calculated by the Company3 eDual to the greater of (+$ +..? of the principal amf the @otes to be redeemed and (#$ the sum of the present values of each remaining scheduled payment of principal and interest on the @oo be redeemed (exclusive of interest accrued to the 'edemption Eate$ discounted to the 'edemption Eate on a semiannual basis (assumingA.-day year consisting of twelve .-day months$ at the Breasury 'ate plus . basis points"

!t any time on or after 4ay 3 #.))3 the @otes shall be redeemable in whole or in part3 at any time3 at the Company>s option3 on at le





F-+
















F-#















F-



E)/

* 40*1@ B <!C</' : ; !'B9/BB 990

#,) < !@1L/' * B'//B

0 !91 ! 9B1 3 C! 2.(A).$ #)+-)...

F !C*49/ (A).$ #)+-)..#

E '/CB E !9 @ 74;/' /-4 !9 ! EE

@ovember 3

4icrosoft Corporation1ne 4icrosoft &ay'edmond3 &ashington 28.)#-A22

9adies and Gentlemen%

&e have acted as counsel to 4icrosoft Corporation3 a &ashington corporation (the 5Company6$3 in connection with the 'egistrationtatement on Form *- (File @o" -#.,A)#$ (the 5'egistration *tatement6$ filed by the Company with the *ecurities and /xchange

Commission (the 5Commission6$ under the *ecurities !ct of +23 as amended3 relating to the issuance by the Company of =+3,).3...3...ggregate principal amount of +"..? @otes due #.+83 =#3#).3...3... aggregate principal amount of #"...? @otes due #.#.3 =+3...3...ggregate principal amount of #"A).? @otes due #.##3 =3...3...3... aggregate principal amount of "+#)? @otes due #.#)3 =+3...3...ggregate principal amount of "#..? @otes due #.)3 =3...3...3... aggregate principal amount of ").? @otes due #.) and+3...3...3... aggregate principal amount of ",).? @otes due #.)) (collectively3 the 5*ecurities6$" Bhe *ecurities will be issued under tndenture3 dated as of 4ay +83 #..2 (the 5;ase ndenture6$3 between the Company and Bhe ;ank of @ew ork 4ellon Brust Company3 @"!s trustee3 as amended and supplemented by a tenth supplemental indenture thereto3 dated as of @ovember 3 #.+) (the 5Benth *upplementndenture6 and3 together with the ;ase ndenture3 the 5ndenture6$3 between the Company and 7"*" ;ank @ational !ssociation3 as trustee"

; /@G < 1@G K 1@G < 17*B1@ 9 1@E1@ 9 1* ! @G/9/* @ /& 1'K * R1 0 !791 * /179 B 1K1 & !*<@GB1@ 3 E



4icrosoft Corporation @ovember 3

&e have examined the 'egistration *tatement3 the ndenture3 forms of the *ecurities and the 7nderwriting !greement3 dated 1ctober.+) (the 57nderwriting !greement6$3 between the Company and the underwriters named therein" n addition3 we have examined the origir duplicates or certified or conformed copies3 of records3 agreements3 documents and other instruments and have made such othernvestigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth" !s to Duestions of fact materihis opinion3 we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Compa

n rendering the opinion set forth below3 we have assumed the genuineness of all signatures3 the legal capacity of natural persons3 the

uthenticity of all documents submitted to us as originals3 the conformity to original documents of all documents submitted to us as duplicar certified or conformed copies and the authenticity of the originals of such latter documents" &e also have assumed that the ndenture wilhe valid and legally binding obligation of the Brustee"

;ased upon the foregoing3 and subHect to the Dualifications3 assumptions and limitations stated herein3 we are of the opinion that3 upoue execution3 authentication and issuance of the *ecurities in accordance with the ndenture3 and upon payment and delivery of the *ecurin accordance with the 7nderwriting !greement3 the *ecurities will constitute valid and legally binding obligations of the Companynforceable against the Company in accordance with their terms"

-#-



4icrosoft Corporation @ovember 3

1ur opinion set forth above is subHect to (i$ the effects of bankruptcy3 insolvency3 fraudulent conveyance3 reorganiation3 moratoriumther similar laws relating to or affecting creditors> rights generally3 (ii$ general eDuitable principles (whether considered in a proceeding inDuity or at law$ and (iii$ an implied covenant of good faith and fair dealing"

nsofar as the opinion expressed herein relates to or is dependent upon matters governed by the law of the *tate of &ashington3 we haelied upon the opinion of Keith '" Eolliver3 /sD"3 !ssociate General Counsel3 9egal and Corporate !ffairs3 and !ssistant *ecretary of the

Company3 dated the date hereof3 filed as an exhibit to a Current 'eport on Form 8-K of the Company filed with the Commission"

&e do not express any opinion herein concerning any law other than the federal law of the 7nited *tates and the law of the *tate of @ork and3 to the extent set forth herein3 the law of the *tate of &ashington"

&e hereby consent to the filing of this opinion letter as an exhibit to a Current 'eport on Form 8-K of the Company filed with theCommission and to the incorporation by reference of this opinion into the 'egistration *tatement"

Lery truly yours3

s *40*1@ B<!C</' : ;!'B9/BB 990

*40*1@ B<!C</' : ;!'B9/BB 990

--



4icrosoft Corporation Bel #) 88# 8.8. E)/) 1ne 4icrosoft &ay Fax #) ,.A ,#2

'edmond3 &! 28.)#-A22 www"microsoft"com

@ovember 3

4icrosoft Corporation1ne 4icrosoft &ay'edmond3 &ashington 28.)#-A22

9adies and Gentlemen% am !ssociate General Counsel3 9egal and Corporate !ffairs3 and !ssistant *ecretary of 4icrosoft Corporation3 a &ashington

orporation (the 5Company6$" have acted in such capacity in connection with the 'egistration *tatement on Form *- (File @o" - #.,Athe 5'egistration *tatement6$ filed by the Company with the *ecurities and /xchange Commission (the 5Commission6$ under the *ecuriti

!ct of +23 as amended3 relating to the issuance by the Company of =+3,).3...3... aggregate principal amount of +"..? @otes due #.+#3#).3...3... aggregate principal amount of #"...? @otes due #.#.3 =+3...3...3... aggregate principal amount of #"A).? @otes due #3...3...3... aggregate principal amount of "+#)? @otes due #.#)3 =+3...3...3... aggregate principal amount of "#..? @otes due #3...3...3... aggregate principal amount of ").? @otes due #.) and =+3...3...3... aggregate principal amount of ",).? @otes du.)) (collectively3 the 5*ecurities6$" Bhe *ecurities will be issued under the ndenture3 dated as of 4ay +83 #..2 (the 5;ase ndenture6$3etween the Company and Bhe ;ank of @ew ork 4ellon Brust Company3 @"!"3 as trustee3 as amended and supplemented by a tenthupplemental indenture thereto3 dated as of @ovember 3 #.+) (the 5Benth *upplemental ndenture6 and3 together with the ;ase ndenture3 ndenture6$3 between the Company and 7"*" ;ank @ational !ssociation3 as trustee (the 5Brustee6$"

4icrosoft Corporation is an eDual opportunity employer"

+



4icrosoft Corporation Bel #) 88# 8.8.1ne 4icrosoft &ay Fax #) ,.A ,#2'edmond3 &! 28.)#-A22 www"microsoft"com

have examined the 'egistration *tatement and the form of the ndenture3 which have been filed" also have examined the originals3 uplicates or certified or conformed copies3 of such records3 agreements3 documents and other instruments and have made such othernvestigations as have deemed relevant and necessary in connection with the opinion hereinafter set forth" !s to Duestions of fact material

his opinion3 have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company

n rendering the opinion set forth below3 have assumed the genuineness of all signatures3 the legal capacity of natural persons3 theuthenticity of all documents submitted to me as originals3 the conformity to original documents of all documents submitted to me as duplir certified or conformed copies and the authenticity of the originals of such latter documents" also have assumed that the ndenture will bhe valid and legally binding obligation of the Brustee"

;ased upon the foregoing3 and subHect to the Dualifications3 assumptions and limitations stated herein3 am of the opinion that theecurities have been duly authoried and3 when executed and delivered in accordance with the ndenture3 will be duly executed and delivery the Company in accordance with the law of the *tate of &ashington"

Bhe opinion set forth above is subHect to (i$ the effects of bankruptcy3 insolvency3 fraudulent conveyance3 reorganiation3 moratoriumther similar laws relating to or affecting creditors> rights generally3 (ii$ general eDuitable principles (whether considered in a proceeding in

Duity or at law$ and (iii$ an implied covenant of good faith and fair dealing"4icrosoft Corporation is an eDual opportunity employer"

#



4icrosoft Corporation Bel #) 88# 8.8.1ne 4icrosoft &ay Fax #) ,.A ,#2'edmond3 &! 28.)#-A22 www"microsoft"com

do not express any opinion herein concerning any law other than the law of the *tate of &ashington"

n rendering its opinion3 *impson Bhacher : ;artlett 990 may rely upon this opinion as to matters of the law of the *tate of &ashing

ddressed herein as if this opinion were addressed directly to them"

hereby consent to the filing of this opinion letter as an exhibit to a Current 'eport on Form 8-K of the Company filed with theCommission and thereby incorporated by reference into the 'egistration *tatement"

Lery truly yours3

s Keith '" Eolliver

Keith '" Eolliver3 /sD"!ssociate General Counsel3 9egal and Corporate!ffairs3 and !ssistant *ecretary

4icrosoft Corporation is an eDual opportunity employer"

Microsoft 8-K

Documents

Transcript of Microsoft 8-K